The Directors have pleasure in presenting the Twenty Second Annual
 Report and Audited Statement of Accounts for the year ended 31st March,
 2012. Your Company has achieved yet another year of satisfactory
 performance in turnover and profitability.
 
 FINANCIAL HIGHLIGHTS
 
                                                       (Rs.in Lacs)
 
                        2011-12       2010-11       2011-12      2010-11
 Particulars           Consolidated  Consolidated  Standalone  Standalone
 
 1 Revenue from 
 Operations (Net)        6,35,462      5,18,082     3,51,083    2,75,762
 
 2 Other Income               967         4,206          201         355
 
 3 Profit From 
   Operations (PBIDT)    1,34,701      1,06,578       77,501      59,350 
 
 Less: Finance Costs       53,331        38,458       40,356      31,891
 Depreciation and 
 Amortisation expenses     14,777        12,468        9,222       7,400
 
 4 Profit Before Tax       66,593        55,652       27,923      20,059
 
 5 Provision For Taxation  19,508        16,403        9,966       2,789
 
 6 Profit After Tax        47,085        39,249       17,957      17,270 
   Less: Minority Interest
    *                       7,591         6,155          -          -
 
 7 Amount Available For 
   Appropriation           39,494        33,094       17,957      17,270
 
 8 Balance b/f from 
   Previous Year           57,401        29,204       17,421       5,048
   Appropriations:
 
 9 Transfer to Debenture 
   Redemption Reserve         203           950          203         950
 
 10 Balance in Restructured  
    Financial Cost written 
    Off                    16,288            -        14,310          -
 
 11 Provision for 
    Preference Dividend        32           535           32         535
 
 12 Tax on Preference   
    Dividend                    5            89            5          89
 
 13 Proposed Equity 
    Dividend                2,974         2,850        2,974       2,850
 
 14 Tax on proposed Equity  
     Dividend                 494           473          494         473
 
 15 Surplus / (Deficit) 
    carried to Balance 
    Sheet                  76,899        57,401       17,360      17,421
 
 *The minority interest pertains to investment in Company''s
 subsidiaries, namely Reid & Taylor (India) Ltd. upto 25.61%, HMX
 Corporation upto 5% and SKNL (UK) Ltd. upto 20% and Marling & Evans
 Ltd. UK upto 35%.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend on equity shares of
 Rs.1 for every share of Rs.10 i.e. @ 10% aggregating payout of Rs.2,974.03
 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 dividend on
 preference shares which will be aggregating Rs.31.65 lacs excluding
 Dividend Tax.
 
 YEAR IN RETROSPECT
 
 The financial highlights reflect a continued and steady growth for your
 Company at all levels. Your Company''s performance is to be viewed
 against the background of a slowdown in the world economy and a
 hesitantly progressing economy on the Indian front.  Your Company has
 achieved and demonstrated its ability to deliver substantial
 performance through variable and challenging environments which
 reflects upon the strength and diversity of its business model. Your
 Company has been able to develop its reputation and image across a
 number of products and brands in the domestic and international
 markets. Operating in various product categories and in multiple
 markets ensures the Company''s consistent growth.
 
 Your Company manufactures worsted and viscose blended suitings, yarn
 dyed shirtings, workwear fabric, home textiles and ready- to-wear
 garments. The Company has achieved consistent revenue growth with
 satisfactory profit margins - consolidated Sales rose by 22.7% over the
 previous year and Consolidated Net Profit after Minority interest
 recorded a 19.3% growth. This is despite not so favourable market
 conditions and a sluggish economic climate. This is essentially because
 your Company is present in all product categories - Fabrics, Apparels,
 Home Textiles, and has brands catering to different socio-economic
 segments. Your Company is a customer-led, design-centric player with
 focused brands for each market segment and having manufacturing units
 in India, Italy, UK, USA and Canada. Your Company''s strength is derived
 from diversity in products and markets. Furthermore, your Company
 historically has a multi-format distribution network.
 
 Because of the extension of fabrics brands into garments and launch of
 new garment brands, the share of Ready-to-Wear in total revenues is
 gradually increasing. In the Home Textiles market, however, the growth
 is stunted. The Baruche Shirt division continued to perform better.
 Luxury Textiles also grew smartly. On the international front, the
 progress of Leggiuno in Italy and HMX in USA has improved inspite of
 the sluggish economies in Europe and USA.
 
 In the overall scheme of things, the Sales contribution of SKNL
 (Standalone) was 55%, RTIL 24% and International Business 21% while
 proportion of EBIDTA was 57%, 38% and 5% respectively.
 
 The performance of Belmonte Uniformity Division was at par compared to
 the previous year. The sharp rise in input costs was offset by an
 increase in selling price. Your Company was able to maintain its market
 share.
 
 Belmonte Ready-to-Wear is now well-positioned in the fashion business.
 It delivers high quality products at a reasonable price and in line
 with changing trends. With more and more top-of-the-line international
 brands entering the Indian market, the competition in the branded
 apparel industry continues to be getting sharper by the day. However,
 our in-house teams of designers track national and international trends
 to create innovative fashionable products that customers would relate
 and we are able to capitalize on the rebound in customer confidence.
 
 The TWS factory in Bangalore is making shirts and trousers largely for
 domestic market. The Suit factory which is relatively new has focused
 and developed customers in the domestic market with the brands and also
 institutional orders.
 
 In the Luxury Textiles division, in order to neutralize the steep
 increase in wool prices, selling prices were suitably increased. New
 and innovative products were developed and introduced such as Showcase
 suiting fabric, pure wool suiting with Jacquard designs, designing with
 Laser engraving, etc.
 
 The International Business segment includes HMX of USA, Leggiuno of
 Italy and DKNY related operations in the U.K. International
 acquisitions facilitate transfer of technical know-how for high value
 shirting and garmenting.
 
 EXPORTS
 
 The ongoing volatility on the Europe front and lack of economic spark
 in the American market has caused greater pressure on the country''s
 exports. This has affected India''s foreign trade in the past year.
 
 The slowdown has also been more obvious in the emerging and developing
 economies. The overall consumption of textile fabric and apparel in the
 world markets reportedly went down. Though, your Company is
 predominantly a domestic player, it was able to almost maintain its
 exports at Rs.66.92 crores as against Rs.68.50 crores in the previous year.
 Additionally, exports from the Company''s subsidiary Reid & Taylor
 (India) Ltd. reached Rs.37.47 crores (previous year Rs.42.47crores). New
 markets in Africa, South America and Japan are being explored so that
 we can establish our presence with our premium brand image and quality
 products.
 
 CURRENT BUSINESS OUTLOOK AND PLANS
 
 ''Belmonte'' in the Consumer Textiles segment and ''Reid & Taylor'' in the
 Luxury Textiles segment remain key contributors to the overall
 performance of the Company.
 
 Going forward, the management is confident about your Company''s
 continued progress. 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 business,
 seamless supply chain and presence across the value chain have provided
 for a strong foundation to step up growth over the coming years.
 
 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. We plan to expand the retail network through exclusive brand
 outlets largely in the tier 1 & 2 cities. Your Company will also
 increase presence of its products in Large Format Stores in the current
 financial year.
 
 Your Company is engaged in capacity expansion to keep up with the
 increasing demand for its products. Expansion of weaving and finishing
 capacity is under implementation and suit factory has been set up and
 part production has commenced. This will help cater to the increasing
 demand in the Ready-to-Wear segment.
 
 Luxury Cotton division is growing at a rapid pace re''istering
 noticeable growth in revenues and profitability with improved assets
 utilization and productivity levels. Additionally, the World Player''
 brand which addresses the economy segment, witnessed strong traction.
 We anticipate significant volumes from the brand as the market
 penetration and operational efficiencies improve. Plans for the
 nationwide unveiling of Kruger, a premium casual brand, have been
 progressing well with the launch expected soon.
 
 Raw material prices are expected to be stable although at higher
 levels. The outlook for the current year looks bright as more
 Corporates as well as Government institutions are looking for reliable
 and good brands for their consumption. We are poised very favourably in
 the garment and apparel space given the depth and diversity of our
 operations.
 
 Reid & Taylor (India) Ltd. (RTIL) Initial Public Offering (IPO):
 
 Members are aware that the Company''s subsidiary Reid & Taylor (India)
 Ltd. had completed all the required formalities to make an Initial
 Public Offering of issue size Rs.1000 crores, of which Rs.500 crores was
 primary issue for funding growth and Rs.500 crores was secondary issue
 being offer for sale of equity shares by existing shareholders.
 However, because of the sluggish market conditions throughout the past
 months and an uncertain IPO climate, RTIL management has decided to
 defer its IPO for the time being.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Your Company is committed to support CSR initiatives and contribute
 towards the welfare and social upliftment of the community.  In the
 year under review, your Company donated sums upto Rs.40,25,000 towards
 educational activities of youth and tribals.  Furthermore, your
 Companys'' subsidiary Anjaneya Foundation, which is set up in order to
 promote and support charitable activities, donated a sum of
 Rs.32,75,000/- towards educational and medical assistance.
 
 SHARE CAPITAL
 
 The equity share capital of the Company as at 31st March, 2012 has gone
 up by ^12,42,50,000/- from the previous year-end.  This is as a result
 of allotment of 1,24,25,000 equity shares ofRs. 10/- each to Sansar Exim
 Private Limited, a promoter group Company on 13th December, 2011 on
 conversion of 1,24,25,000 Equity Share Warrants into equivalent numbers
 of equity shares of Rs. 10/- each at a premium ofRs. 54.53 per share. The
 said Equity Share Warrants were issued pursuant to the Special
 Resolution passed by the shareholders through Postal Ballot Notice
 dated 19th April, 2010 and Postal Ballot result declared on 31st May,
 2010.
 
 EMPLOYEES STOCK OPTION SCHEME (ESOP)
 
 As at 31st March, 2012 there were 9,11,820 nos. of options in force to
 the senior employees at a price ofRs. 89.60 per option.
 
 No options were exercised during the year under report.
 
 The Company cancelled / withdrew 5,75,080 ESOPs granted under Employees
 Stock Option Scheme to the ex-employees of the Company who did not
 subscribe shares under ESOP Scheme.
 
 HUMAN RESOURCE
 
 Your Company recognizes that employees play a key role in making our
 business successful and we achieve that through empowering our
 employees. Your Company maintained an environment dedicated to
 maintaining high employees'' sense of pride, morale and teamwork. The
 Human Resource Development activities focused on multi-skills training
 and performance management workshops.  The functioning and activities
 were further aligned to Company''s business objectives. The ongoing
 thrust on rationalization of manpower with focus on proper utilization
 continued with implementation of Zero-base manpower budget.
 
 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 confirming
 compliance is included in the Annual Report.
 
 INFORMATION TECHNOLOGY
 
 Your Company is in the process of Enterprise Resource Planning (ERP)
 implementation. Keeping in mind our business requirements, Management
 evaluated and decided to implement combination of two ERP''s, i.e. NOW
 from Datatex for all operational areas and ORACLE FINANCIALS for
 financial accounting. Several modules of the above two ERP''s are being
 implemented for the Company''s Textile and Apparel business in India. In
 totality, the Company will have 16 implementation locations including
 Mysore as base location, where the connectivity through dedicated lease
 lines and video conference facility has been given.
 
 DIRECTORATE
 
 The management is sad to inform about the demise of Dr. A.C.Shah, the
 then Chairman of the Company, who passed away on 16th January, 2012 due
 to ill-health. He was Chairman of the Company from 8th July, 2005. The
 Board placed on record the invaluable contribution to the
 deliberations, advice and guidance given by late Dr. A. C. Shah during
 his tenure as Chairman. The Board unanimously appointed Shri Nitin S.
 Kasliwal, Vice Chairman and Managing Director to be the Chairman of the
 Board w.e.f from 13th February, 2012.
 
 Vide letter dated 15th September, 2011, India Debt Management Private
 Limited appointed Shri Susheel Kak as Nominee Director vice Shri Anish
 Modi. The Board placed on record the guidance, advice and support given
 by Shri Anish Modi during his tenure as Director. We look forward to
 the guidance and experience of Shri Susheel Kak to help the Company in
 achieving its objectives.
 
 Vide letter dated 18th April, 2012, Exim Bank appointed Shri Sujeet
 Bhale as Nominee Director vice Dr. Vinayshil Gautam. The Board placed
 on record the guidance, advice and support given by Dr. Vinayshil
 Gautam during his tenure as Director. We look forward to the guidance
 and experience of Shri Sujeet Bhale to help the Company in achieving
 its objectives.
 
 In accordance with the Companies Act, 1956 and the Company''s Articles
 of Association, Shri M. Damodaran, Shri Jitender Balakrishnan and Shri
 Denys Firth retire by rotation and being eligible offer themselves for
 re-appointment.
 
 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, 2012 and of the Statement
 of Profit and Loss 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, 2012 (Previous year Rs. Nil).
 
 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 been discontinued with effect
 from 1st April, 2001, as benefits were not commensurate with
 administrative costs.
 
 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 No. - 2/2011 No. 51/12/2007-CL-III dated 8th February,
 2011, the Board of Directors, by passing resolution on 30th May, 2012,
 gave consent for not publishing / attaching copies of the Balance
 Sheets, Statement of Profit & Loss, Reports of the Board and the
 Auditors of all the Subsidiary Companies with the audited financial
 statements of the Company as at 31st March, 2012.
 
 The annual accounts of the subsidiary companies are kept for inspection
 by any shareholder at 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.
 
 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 (IB) of section 224 of
 the Companies Act, 1956.
 
 In respect of observations made by the Auditors, please refer to notes
 to Financial Statements, note no. 27 in respect of Standalone Financial
 Statements and notes no. 27 to 31 in respect of Consolidated Financial
 Statements which are self - explanatory and hence in the opinion of the
 Directors, do not require any further explanation. With respect to
 other observations, these are receiving the management''s attention and
 will be satisfactorily resolved.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record the excellent support,
 assistance and guidance provided by the financial institutions, banks,
 customers, suppliers and other business associates. Thanks are also due
 to your Company''s employees for their tireless efforts and high degree
 of commitment and dedication. Your Directors especially appreciate the
 continued understanding and confidence of the Members.
 
                                              By Order of the Board 
                                   For S. KUMARS NATIONWIDE LIMITED
 
 Place : Mumbai                                   Nitin S. Kasliwal
 
 Date  : 30th May, 2012                Chairman & Managing Director