Dear Members,
 
 The Directors have pleasure in presenting the Twenty First Annual
 Report and Audited Statement of Accounts for the year ended 31st March,
 2011. Your Company returned yet another year of robust performance in
 turnover and Profitability.
 
 FINANCIAL HIGHLIGHTS
 
                                                  ( Rs. in Lacs)
 
                               2010-11    2009-10    2010-11    2009-10 
 Particulars                 Consolida
                                  -ted  Consolida
                                             -ted Standalone Standalone
 
 1 Turnover                   5,18,055   3,83,778   2,75,736   2,15,482
 
 2 Other Income                  4,234      2,316        382        475
 
 3 Profit From Operations 
 (PBIDT)                      1,05,649     76,820     58,712     43,030
 
 Less:
 
 Interest                       35,569     24,403     29,514     23,077
 
 Depreciation                   12,468      8,134      7,400      4,171 
 
 Misc. Exp.w/off                 1,816      1,816      1,596      1,596
 
 4 Profit Before Tax             55,796     42,467     20,202     14,186
 
 5 Provision For Taxation       16,547     14,742      2,932      3,576
 
 6 Profit After Tax              39,249     27,725     17,270     10,610
 
 Less: Minority Interest *       6,155      4,825          -          -
 
 7 Amount Available For 
 Appropriation                  33,094     22,900     17,270     10,610
 
 Appropriations:
 
 8 Transfer to Capital 
 Redemption Reserve                  -      5,337          -      5,337
 
 9 Transfer to Debenture 
 Redemption Reserve                950        225        950        225
 
 10 Share of Minority 
 Interest in Reserves                -        442          -          -
 
 11 Provision for 
 Preference Dividend               535          -        535          -
 
 12 Tax on Preference 
 Dividend                           89          -         89          -
 
 13 Proposed Equity Dividend     2,850          -      2,850          -
 
 14 Tax on proposed Equity 
 Dividend                          473          -        473          -
 
 15 Balance b/f from 
 Previous Year                  29,204     12,308      5,048          -
 
 16 Surplus/(Defcit) carried 
 to Balance Sheet               57,401     29,204     17,421      5,048
 
 *The minority interest in 2009-10 and 2010-11 pertains to investment in
 Company''s subsidiaries, namely Reid & Taylor (India) Ltd. upto 25.61%,
 HMX LLC upto 5%, SKNL (UK) Ltd. upto 20% and Marling & Evans Ltd., U.K.
 up to 35%.
 
 DIVIDEND
 
 The Directors are pleased to recommend dividend on equity shares of Rs.
 1 for each share of Rs. 10 each i.e. 10% aggregating Rs. 2,849.78 lacs
 excluding Dividend Tax which will be paid after obtaining approval of
 members in general meeting and other necessary permissions. The
 Directors are also recommending the payment of preference dividend with
 arrears on the preference shares which will be aggregating Rs. 534.74
 lacs excluding Dividend Tax.
 
 YEAR IN RETROSPECT
 
 The financial highlights reflect yet another strong performance for your
 Company at all levels. Your Company manufactures polyester blended
 suitings, worsted suitings and workwear fabric, home textiles and
 ready-to-wear garments. Both domestic as well as international
 businesses reported substantial improvement in overall performance,
 driven by strong volumes and higher price realization. A customer-led
 design-centric and distinct approach for each business division has
 enabled the Company to register positive growth. A comprehensive and
 well-diversified portfolio of brands catering to all price-categories
 from economy to the luxury segment has de-risked the business and
 yielded results.
 
 The distinct strategic approach adopted by each of the Company''s
 Strategic Business Units (SBUs), supported by a proficient operating
 model has proven effective in driving growth. A clear focus on creating
 a diversified brand portfolio catering to all the socio-economic
 segments and expanding its global footprint, with the strategic
 acquisition of international brands has begun to yield results for the
 Company. Vertically integrated operations, an expanding distribution
 network and successful brand positioning have driven growth during the
 year. A strong brand portfolio of 45 owned and licensed brands which
 includes international names such as Hart Schaffner Marx, Hickey
 Freeman, Exclusively Misook, Austin Reed, Jag Jeans, Bobby Jones and
 DKNY further leverages SKNL''s leadership position as a branded player
 in the apparel business.
 
 In particular, Belmonte and Reid & Taylor brands performed well, while
 Ready-to-Wear and Luxury Cotton witnessed strong volume growth. Post
 commencement of operations, the Baruche Super Fine Cottons (BSFC)
 facility is performing satisfactorily.  Our economy brand World Player
 launched during the year has been well received and the Company is
 optimistic that it will deliver healthy volume as it expands its market
 reach and penetration.
 
 The Company is a market leader in Uniforms with 30% market share and is
 the second largest player in Worsted Suitings. It is one of the largest
 institutional suppliers of textiles to defence and police forces in
 India.
 
 The Consumer Textiles Division reported consistent growth over a period
 of time, mainly attributed to Belmonte which has increased its market
 penetration.
 
 The growth in Luxury Textiles was on account of higher realizations
 from both polyester-wool and polyester-viscose fabrics.  During the
 year, the Company expanded weaving capacities which helped improve
 overall operations and Profitability. The increased capacities also
 enabled to capture the strong demand witnessed in this segment.
 
 The Ready-to-Wear Division comprising apparel and garments under the
 brands Reid & Taylor, Belmonte, Stephens Brothers and World Player has
 witnessed remarkable progress. Ready-to-Wear is the fastest growing
 segment and has reported volumes expansion in all product categories.
 
 The Luxury Cotton Division is represented by the 12.75 million meters
 per annum state-of-the-art BSFC facility at Jhagadia, Gujarat. It
 commenced operations and gradually scaled up capacity utilization as
 the year ended. Going forward, as the facility reaches optimum capacity
 utilization, it is expected to register higher margins in line with
 expanding volumes.
 
 The Total Home Expressions Division reported a growth of around 10.5%.
 Growth in this category has been stable, with the improving demand
 scenario.
 
 Celebrity endorsements helped to strengthen the Company''s diversified
 portfolio of well-recognised brands.
 
 Your Company has since extended its presence overseas to the Europe and
 North American markets expanding its brand portfolio and catering to
 various price points, socio economic segments and age groups. The
 Company has manufacturing units located in India, Italy, UK, USA and
 Canada with cost-effective outsourcing.
 
 Your management is pleased with the progress of our international
 subsidiaries post their acquisitions. International revenues grew
 remarkably by 86.6% to Rs. 1,333 Crores in FY2011. EBITDA amounted to
 Rs. 47 Crores as compared to Rs. 9.7 Crores for FY2010 and EBITDA
 margins improved by 221 bps to 3.6%. During the year, we have revamped
 HMX''s business model by streamlining operations, following a
 brand-oriented approach and initiated synergies with domestic
 businesses. HMX boasts of an impressive line-up of brands providing for
 tremendous growth potential. The Company is also a leader in formal
 wear in North America with Coppley, Hart Schaffner Marx and Hickey
 Freeman. Through global acquisitions, the Company gained 37 brands
 across the premium and super-premium segments of the apparel market
 with a distribution network of large departmental and specialty stores.
 These acquisitions also facilitate transfer of technical know-how for
 high value shirting and garmenting.  Our Italian subsidiary Leggiuno,
 has benefitted from the implementation of backward-forward integration
 with the BSFC facility.  The joint venture with DKNY for its global
 menswear license has unfolded a tremendous opportunity, which is
 expected to drive growth through geographic expansion. Globally, there
 are visible signs of improvement, and recovery of retail segment in the
 North American markets will provide necessary stimulus to the sector.
 The management is confident that the overseas businesses would register
 improved volumes and Profitability over the years to come.
 
 On the sectorial front, the industry witnessed an unprecedented
 increase in the raw material prices, which elevated margin pressure
 across product categories. SKNL being a branded player was successful
 in passing the additional cost to the consumer and maintained
 Profitability levels. During the year, the Company realized higher
 prices by about 8%-10% and bookings enhanced by 20%, thereby mitigating
 the risk associated with increased input prices. In the Union Budget
 2011-2012, a mandatory excise duty of 10% was imposed on branded
 readymade garments (to be paid on 45% of the retail sales price). The
 Company expects to pass on this price hike to consumers as well.
 
 EXPORTS
 
 There is very strong demand from both domestic and overseas markets and
 to that extent the textile industry in India can really be a force to
 reckon with globally. Though your Company is predominantly a domestic
 player, it was able to achieve good growth in exports to Rs. 68.50
 Crores (previous year Rs. 10.90 Crores.). Additionally, exports from
 the company''s subsidiary Reid & Taylor (India) Ltd. rose to Rs. 42.47
 Crores (previous year Rs. 29.07 Crores). These figures include exports
 of fabrics worth approx Rs. 6.85 Crores to our subsidiaries HMX (USA)
 and Leggiuno (Italy). Our products comprising mainly cotton fabrics,
 wool and wool-rich blends were exported to countries around the world
 including Europe, Far East, Middle East, South-East Asia, USA, South
 and Central America. The outlook for the current year is encouraging.
 
 CURRENT BUSINESS OUTLOOK AND PLANS
 
 The Indian textile industry is expected to grow significantly due to
 rise in income levels. Going forward, the management is confident about
 SKNL''s prospects. Strong synergies between domestic and international
 business through ''back-end front-end'' model, enhanced distribution
 network, a comprehensive portfolio of 45 brands addressing all
 demographic segments, vertically and laterally integrated businesses,
 seamless supply chain and presence across the value chain have provided
 for a strong foundation to deliver healthy growth over the years to
 come.
 
 In March 2010, the Company launched ''Baruche'' under the premium
 category of the Luxury Cotton segment. In April 2010, the Company
 launched the ''World Player'' ready-to-wear brand catering to the economy
 segment. World Player is expected to be rolled out across an additional
 560 districts and its nationwide rollout is expected to be completed
 over the next few quarters.  World Player and Baruche brands are
 expected to make higher contributions in the coming month.
 
 The Company plans to introduce a new casual premium brand for the
 fashionably inclined: ''Kruger'' (clothing for ''out of office''
 wear/weekend wear) to capture market share in the segment.
 
 The Company plans to leverage its strong brand portfolio and expand its
 retail network in India through exclusive brand outlets largely in the
 tier 1 & 2 cities. With positive consumer sentiment towards all its
 brands, the Company is expecting increased market penetration. We
 anticipate healthy demand for the textiles and apparel industry in
 India driven by growth in organized retailing, increasing consumerism,
 expanding middle class and heightened brand consciousness among the
 youth. SKNL is well- positioned to capitalize on these industry
 developments through its market leadership position. The Company has
 taken several strategic initiatives over the past including synergies
 with international subsidiaries, presence in high margin businesses,
 vertical integration of operations and effective brand positioning
 which will help it deliver an enhanced overall performance in FY2012.
 
 Future revenue growth drivers include rollout of 160 additional
 exclusive brand outlets to expand its distribution network, and
 expansion of franchisee networks, setting up of a suits factory, and a
 shirts factory to improve margins by offering readymade products,
 scaling up capacity utilization at BSFC and capacity expansion in
 luxury and mid-premium textiles.
 
 On account of the various initiatives detailed above, the Company
 expects
 
 1.  to capture more value from direct retailing
 
 2.  backward and forward integration in Luxury Cottons and Belmonte
 divisions
 
 3.  increased share of ready-to-wear in revenue composition (target 40%
 in coming two years)
 
 4.  scaling up the value chain in all brands.
 
 REID & TAYLOR (INDIA) LTD. (RTIL) IPO
 
 As approved by the shareholders of Reid & Taylor (India) Ltd. in an
 EOGM on 27th September 2010, the Initial Public Offering of the
 Company''s subsidiary Reid & Taylor (India) Ltd. is being proceeded
 with. The Draft Red Herring Prospectus (DRHP) was fled with SEBI on
 December 9, 2010 and after necessary clarifications over the past
 months, the market regulator SEBI''s approval is expected in early June.
 Approvals from other Statutory Authorities such as BSE, NSE and RBI
 have already been received. As members are aware, SKNL holds 74.39% and
 GIC Singapore holds 25.61% of the shares of RTIL. The issue size will
 be approx Rs. 1000 Crores which includes primary issue of Rs. 500
 Crores (by fresh issue of equity shares) and secondary issue of Rs. 500
 Crores (offer for sale of equity shares by existing shareholders). The
 Book Running Lead Managers (BRLMs) advise that the issue will be
 hitting the market some time in October, 2011. Of the total proceeds,
 primary proceeds will be used for the growth of Reid & Taylor business
 and the secondary proceeds raised by SKNL will be used for paying off
 SKNL debts.
 
 RTIL has evolved into a sizable business entity and, we believe, the
 listing will unlock substantial value for stakeholders.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company is committed to support CSR initiatives and contribute
 towards the welfare and social upliftment of the community.
 
 During the year your Company''s subsidiary Anjaneya Foundation, which is
 set up in order to promote and support the activities in the felds like
 education in Medicine, Arts, Science, Commerce and cultural initiatives
 donated a sum of Rs. 22,50,000/- to an education foundation and Rs.
 10,00,000/- to the Wildlife Conservation Trust for their ''Save Our
 Tigers'' programme.
 
 SHARE CAPITAL
 
 The equity share capital of the Company as at 31st March 2011 has gone
 up by Rs. 48,46,45,390/- from the previous year-end.  This is as a
 result of allotment of:
 
 (1) 2,89,43,750 equity shares of Rs. 10/- each at a premium of Rs. 70/-
 per share to the Qualified Institutional Buyers (QIBs) on 20th September
 2010 through Qualified Institutional Placement (QIP), pursuant to the
 special resolution passed by the shareholders through postal ballot
 notice dated 14th June 2010 and postal ballot result declared on 28th
 July 2010.
 
 (2) 1,24,25,000 equity shares of Rs. 10/- each to N''Essence Holdings
 Ltd., a promoter group company on 3rd March 2011 on conversion of
 1,24,25,000 nos. of Equity Share Warrants into equivalent numbers of
 equity shares of Rs. 10/- each at a premium of Rs. 33.15. The said
 Equity Share Warrants were issued pursuant to the special resolution
 passed by the shareholders through postal ballot notice dated 25th July
 2009 and postal ballot result declared on 2nd September 2009.
 
 (3) 70,95,789 Equity Shares of Rs. 10/- each at a premium of Rs. 47/-
 per Share to Daiwa Capital Markets Singapore Ltd. on 11th March 2011 on
 conversion of US $ 9 Million FCCBs which were subscribed in June 2006.
 
 Pursuant to the resolution dated 19th April 2010 passed by circulation,
 by the Board of Directors and subsequent special resolution passed by
 the members / shareholders through postal ballot notice dated 19th
 April 2010 and postal ballot result declared on 31st May 2010, the
 Company has allotted 1,24,25,000 nos. of Equity Share Warrants on 15th
 June 2010 at a price of Rs. 64.53 each to M/s Sansar Exim Private
 Limited, a promoter group company on a preferential basis and received
 Rs. 32,54,46,313/- towards the Warrants. The warrant holders can
 exercise their options to convert warrants into equity shares on or
 before 14th December 2011.
 
 During the year 2010-11, the company has redeemed and extinguished
 14,55,000 nos. of 6% Preference Shares of Rs. 100/- each issued to the
 lending institutions, on account of CDR exit payment. Further, the
 Company has also redeemed and extinguished 9,49,838 nos. of 0.01%
 Preference Shares of Rs. 100/- each issued to the lending institutions.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 As at 31st March 2011, there were 14,86,900 nos. of options in force to
 the senior employees at a price of Rs. 89.60 per option.  No options
 were exercised during the year under report.
 
 The Company cancelled / withdrew 2,97,300 Nos. of ESOPs granted under
 Employees Stock Option Scheme to the ex-employees of the Company who
 did not subscribe shares under ESOP Scheme.
 
 HUMAN RESOURCES
 
 At SKNL, people are central to our continuous strive for excellent
 performance. Your Company has implemented a comprehensive HR Strategy
 to attract, retain and develop talent. A major step was taken to
 strengthen the Learning & Development Initiative across the company.
 The Performance Management System was further strengthened through
 customized training and robust implementation thereof. In the
 Compensation Management Area, several new improvements were brought in,
 to link it closely with the Individual Performance. The Performance
 Linked Variable Pay Scheme for the Senior Management Staff was
 completely stabilized during the year and it has now become part of the
 Management Process. The Functional Training for the Front Line
 Employees was further strengthened.
 
 Your Company has launched a specific initiative to develop Leadership
 Talent in the Company. The Leadership Competencies were identified and
 individual assessments are being carried out.
 
 During the year the employee – employer relationship was very conducive
 and there was no work disruption.
 
 CORPORATE GOVERNANCE
 
 To comply with the conditions of Corporate Governance, pursuant to
 Clause 49 of the Listing Agreement with the Stock Exchange, a separate
 section on Management Discussion and Analysis and Corporate Governance
 together with a certificate from the Company''s Auditors confrming
 compliance is included in the Annual Report.
 
 INFORMATION TECHNOLOGY
 
 Enterprise Resource Planning (ERP) implementation was started in the
 organization, across all business divisions, to bring in homogeneity &
 transparency in operations, better planning & managing in the supply
 chain and to provide real-time information to the management to make
 correct business decisions. As the organization is multi-locational and
 multi-divisional, there are many challenges in ERP implementation,
 which are being met and resolved and it is expected to be fully
 operational by the 4th quarter of this Financial Year 2011-12. This
 will be supported by state-of-the-art Servers, Video Conferencing
 facility and high-speed data transfer connection between all business
 divisions apart from user training to all employees to use the ERP to
 full extent.
 
 DIRECTORATE
 
 In accordance with the Companies Act, 1956 and the Company''s Articles
 of Association, Dr A. C. Shah, Mr. Vijay Kalantri and Mr. Dara D. Avari
 retire by rotation and being eligible offer themselves for
 re-appointment.
 
 Vide letter dated 20th September, 2010, IDBI Bank appointed Smt. Amita
 Narain as Nominee Director vice Mr. Keshav Prasad Rau. The Board placed
 on record the guidance, advice and support given by Mr. Keshav Prasad
 Rau during his tenure as Director. We look forward to the guidance and
 experience of Smt. Amita Narain to help the Company in achieving its
 objectives.
 
 The Company appointed Mr. M. Damodaran as an Additional Director w.e.f
 28th March 2011 on the Board of the Company.  Mr. M. Damodaran is a
 retired IAS Officer from Manipur-Tripura cadre. He was the Chairman of
 the Securities and Exchange Board of India (SEBI) and Industrial
 Development Bank of India (IDBI). He was also Chairman of India''s
 largest mutual fund, ''Unit Trust of India''. He was Joint Secretary
 (Banking Division), Ministry of Finance for five years.
 
 Mr. Suresh N. Talwar joined the Board of the Company as an Additional
 Director w.e.f. 1st April 2011. Mr. Suresh Talwar is a Solicitor and a
 Senior Partner of M/s Talwar, Thakore & Associates, Mumbai. Before
 setting up this firm in April 2007, he was a Senior Partner of M/s.
 Crawford Bayley & Company, a leading Solicitors firm in India.
 
 The Company is very fortunate to have on board Mr. Damodaran and Mr.
 Talwar as Directors and will surely be benefited from their extensive
 experience, keen insight and business acumen.
 
 Mr. M. Damodaran and Mr. Suresh N. Talwar being eligible offer
 themselves for re-appointment as Directors of the Company in the Annual
 General Meeting.
 
 Because of his prolonged ill-health, Col S. K. Raje resigned from the
 Board as Director on 30th July 2010. Col. Raje''s services and
 contribution during his tenure were duly appreciated by the Board. The
 management is sad to inform that Col. Raje subsequently passed away on
 12th February 2011.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 1) that in preparation of the Annual accounts the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures, if any;
 
 2) that such accounting policies have been selected and applied
 consistently, and judgements and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31st March, 2011 and of the Profit and
 loss account of the Company for the year ended on that date;
 
 3) that proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 4) that the annual accounts have been prepared on a going concern
 basis.
 
 DEPOSITS
 
 Fixed deposits received from the shareholders and the Public stood at
 Rs. Nil as on 31st March 2011 (previous year Rs. Nil).  Further
 unclaimed deposits and interest amounting to Rs. 1,39,608/- from 11
 depositors were duly transferred to the Investor Education & Protection
 Fund u/s 205 (C) during the year.
 
 There is no deposit or interest claimed but remained unpaid. All the
 claimed deposits with interest have been repaid in time.  Members are
 aware that the fixed deposit schemes have since been discontinued with
 effect from 1st April 2001, as benefits were not commensurate with
 administrative costs.
 
 SHIFTING OF REGISTERED OFFICE OF THE COMPANY
 
 The Registered Office of the Company have been shifted from ''Avadh'',
 Shree Ram Mills Premised, G.K. Marg, Worli, Mumbai 400 018 to B2, 5th
 Floor, Marathon NextGen, Off G.K. Marg, Lower Parel (West), Mumbai 400
 013 with effect from 29th October, 2010.
 
 STATUTORY INFORMATION
 
 FINANCE AND ACCOUNTS
 
 The observations made by the Auditors in their report and included in
 the relevant notes forming part of the Accounts, are self explanatory.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The consolidated financial statements have been prepared by your Company
 in accordance with the applicable Accounting Standards (AS 21, AS 23
 and AS 27) issued by the Institute of Chartered Accountants of India
 and the same together with Auditors Report thereon form part of the
 Annual Report.
 
 SUBSIDIARY COMPANIES
 
 The statement pursuant to Section 212 of the Companies Act, 1956
 containing the details of the Company''s subsidiaries is attached.
 Pursuant to direction under section 212(8) of the Companies Act, 1956
 by Government of India, Ministry of Corporate Affairs, New Delhi vide
 General Circular N – 2/2011 Notification no. 5/12/2007-CL-III dated 8th
 February 2011, the Board of Directors by passing resolution on 30th May
 2011 gave consent for not publishing / attaching copies of the Balance
 Sheets, Profit & Loss Accounts, Reports of the Board and the Auditors of
 all the Subsidiary Companies with the audited financial statements of
 the Company as at 31st March 2011. The annual accounts of the
 subsidiary companies are kept for inspection by any shareholder in the
 registered office of the Company and shall be made available to
 shareholders seeking such information at any point of time.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Additional information required under the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 in
 respect of Conservation of Energy and Technology Absorption is given in
 the prescribed forms which are given in Annexure ''1'' to the Directors''
 Report.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217 (2A) of the Companies Act, 1956 read
 with Companies (Particulars of Employees) Rules, 1975, as amended,
 forms part of this Report. However, as per the provisions of Section
 219 (1) (iv) of the Companies Act, 1956, the Report and Accounts are
 being sent to all shareholders of the Company excluding the statement
 of particulars of employees under Section 217 (2A) of the Companies
 Act. Any shareholder interested in obtaining a copy of the said
 statement may write to the Company Secretary at the Registered Office of
 the Company.
 
 GROUP FOR INTERSE TRANSFER OF SHARES
 
 As required under Regulation 3(1)(e) of the Securities and Exchange
 Board of India (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997, persons forming part of Group (within the meaning
 as defined in the Monopolies and Restrictive Trade Practices Act, 1969)
 for the purpose of availing exemption from applicability of the
 provision of Regulation 10 to 12 of the aforesaid Regulations, are
 given in the Annexure ''2'' attached herewith and which forms part of
 this Annual Report.
 
 AUDITORS
 
 The Board, on the recommendation of the Audit Committee, has proposed
 that M/s. Haribhakti & Co. Chartered Accountants, Mumbai, be
 re-appointed as the Statutory Auditors of the Company and to hold office
 till the conclusion of the next Annual General Meeting of the Company.
 M/s. Haribhakti & Co., have forwarded their certificate to the Company,
 stating that their re-appointment, if made, will be within the limit
 specified in that behalf in sub-section (1B) of Section 224 of the
 Companies Act, 1956.
 
 In respect of observations made by the auditors, please refer to
 schedule ''P-II'' note no. 3(b) which is self-explanatory and hence in
 the opinion of the Directors, does not require any further explanation.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to express their gratitude for the
 assistance, guidance and support provided by the financial institutions
 and banks, customers, suppliers and other business associates. Thanks
 are also due to your Company''s employees for their high degree of
 commitment and dedication displayed at all levels. Your Directors
 especially appreciate the continued understanding and confidence of the
 Members.
 
                                               By Order of the Board 
 
                                    For S. KuMARS NATIONWIDE LIMITED
 
 Place: Mumbai                                        Dr. A. C. SHAH
 
 Date: 30th May, 2011                                       Chairman