The Directors are pleased to present the Eleventh Annual Report of
 Company together with the Audited Statement of Accounts and the
 Auditors'' Report of your Company for the financial year ended,
 31stMarch, 2012 and the summarized financial results for the year ended
 31st March, 2012 are as under:
 
 Financial Performance:
 
 This fiscal has been an exiting year in terms of growth and
 profitability. We are confident that this change will enable us to
 maintain our growth trajectory in to future. The financial highlights
 for the previous year as given below:
 
                                               (Amt. in Rs. Lakhs)
 
 PARTICULARS                       F.Y. 2011-12        F.Y. 2010-11
 
 Sales & Other Income              19,504.25           11,563.35
 
 Profit (Loss) before Interest, 
 Tax, Depreciation and
 Exceptional                         3439.05             1932.60
 
 Items
 
 Less: Depreciation                   243.39              316.35
 
 Less: Interest Charges              1033.69              483.79
 
 Profit/(Loss) before exceptional 
 and extraordinary items and        2,161.97            1,132.46
 Taxation
 
 Add/(Less) : Exceptional Items       160.00               -
 
 Profit (Loss) before Taxation      2,001.97            1,132.46
 
 Less: Provision for Taxation
 
 -Current Year                        551.82              408.49
 
 - Deferred Tax (added back for
 current year)                        121.93                0.13
 
 -Previous Year Tax                     1.27               25.50
 
 Profit (Loss) after Taxation       1,570.81              698.34
 
 Balance of P&L A/c brought forward 1,193.77              495.43
 
 Less: Appropriations                   -                    -
 
 Balance Carried to Balance Sheet    2764.58            1,193.77
 
 Earnings Per Share (Rs. per share)     8.47                3.77
 
 Review of Operation:
 
 During the year under review, the Company achieved turnover of Rs.
 19504.25 Lacs as against Rs. 11563.35 Lacs in previous year i e.
 increase by Rs.7916.03 Lacs, as compared to the corresponding previous
 year. The Company earned Net Profit after Taxation amounting to
 Rs.1570.81 Lacs against Rs.698.34 Lacs in previous financial year
 corresponding to 90% increase over previous year.
 
 Business Outlook:
 
 Going ahead, we plan to strengthen our marketing presence in Tier II &
 III Indian cities and other key regions. The Company proposes to open
 15 retail outlets in the next couple of years at various locations
 while launching new brands in the cities of South India, Gujarat and
 Maharashtra within the next couple of years.
 
 We expect to increase our monthly garment output from approx 5 lacs
 units a month to around 8 lacs units per month through the course of
 2012-13 following the increase in worker deployment. Considering that
 our plant has sufficient unutilized space, there is room for
 sustainable growth for the next three years without needing to move
 into a new location.
 
 Acquisition of Business(es):
 
 The Company has acquired the assets of Benzo Petro International
 Limited (BPIL) located at Baroda, Gujarat. Acquisition of assets of
 said Company would be contributing substantially to the expansion
 program of the business of Sudar Industries Limited [SIL]. Some of the
 broad reasons for the same are:
 
 - SIL will emerge as a fully integrated pharmaceutical company
 
 - SIL will save environmental clearances time of around two years,
 while opening markets and proponing revenues.
 
 - SIL''s said acquisitions of BPIL''s assets comprising of land &
 building and Plant and Machineries, along with selected few of the
 Pharma-Intermediaries and Agro-Chemical products with necessary
 government licences for the manufacture of said items including our
 selected niche products, shall enable us to commence the production
 immediately which otherwise would have taken around minimum four years.
 
 - The said expansion in the form of diversification has given the
 company of amalgamating two businesses of different characteristics for
 incrementing the profitability and ensuring sustainability of SIL in
 the competitive business environment.  SIL will enter a tender-based
 business where volume will drive the Company''s top line and reduce
 SIL''s dependence on garment manufacture.
 
 The core capabilities of the Benzo Petro comprise the following:
 
 - Ready to use, under operation, plant and machinery with further
 operating life of over 15 years minimum.
 
 - Open land around the present plant ensures further expansion process
 of the company in the same region without causing re-location/
 
 - All licenses and permits readily available
 
 - Plants & machineries in good operating conditions to process our
 range of products
 
 - Strong R&D, engineering and manufacturing capabilities
 
 - Track record of multi-step synthesis
 
 - Sound understanding of global regulatory requirements
 
 - Professional dedication to product quality standards
 
 - High health, safety and environmental standards
 
 - Dedication to confidentiality obligations and IPR protection
 
 - Robust business process and project management capability to be taken
 advantage off to suit our culture and management principles
 
 - Assured achievement of milestones and deliverables
 
 - Partnering with R&D industry, pharma/biotech and specialty/cosmetic
 chemical companies
 
 - Highly qualified and experienced CRAMS team
 
 Dividend:
 
 In order to plough back the profits and strengthen the reserves for
 future expansion, your Directors do not recommend any dividend for the
 year ended 31stMarch, 2012.
 
 Directors
 
 During the year under review, Mr. Venketraman Nadar and Mr. Gopi Nair
 retire by rotation and being eligible offers themselves for
 reappointment at the forthcoming Annual General Meeting.
 
 During the year under review, Mr. Deepak Shenoy resigned from the
 directorship due to his pre-occupation w.e.f. January 18, 2012. The
 Board of Directors expressed appreciation for the services rendered by
 him during his tenure as Director of the Company.
 
 Further, Mr. Amod Gupte was appointed as an Additional Director of the
 Company w.e.f. October 10, 2011 and due to his other pre-occupation; he
 resigned from the directorship w.e.f. March 28, 2012.
 
 Further, Mr. Rajkumar Dohare was appointed as an Additional Director of
 the Company w.e.f. 18th January 2012 and Mr.  Venkatraman G.S., Mr.
 Sagar Warekar and Mr. Ravikant Mhatre were also appointed as Additional
 Directors w.e.f. 24th August 2012 and are eligible for reappointment at
 the forthcoming Annual General Meeting; whose period of office is
 liable to retirement by rotation.
 
 The Board of Directors proposes to designate Mr. Venkatraman G.S. as
 the Whole-time Director of the Company and Mr.  Venketraman Nadar as
 Dy. Managing Director w.e.f. September 1, 2012 for the period of three
 years, subject to the approval of the Members of the Company.
 
 Compliance Officer:
 
 Mr. Mustafa Shabbir Badami, an Associate Member of the Institute of
 Company Secretaries of India was appointed as the Company Secretary and
 Compliance Officer of the Company w.e.f. 02/07/2012
 
 Internal Auditor:
 
 Mr. Tukaram Rasam, a Member of the Institute of Chartered Accountants
 of India was appointed as Internal auditor of the Company w.e.f.
 01/08/2012.
 
 Directors'' Responsibility Statement:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
 Directors of the Company confirms that-
 
 1.  In preparation of the Annual Accounts for the financial year ended
 March 31, 2012, the applicable accounting standards have been followed.
 
 2.  The Directors had selected such Accounting Policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit or
 loss of the company for that period.
 
 3.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities.
 
 4.  The Directors had prepared the Annual Accounts on a going concern
 basis.
 
 Disclosures regarding Conservation of Energy & Technology Absorption
 and Foreign exchange earnings & outgo:
 
 Information as per the Companies (Disclosure of Particulars on the
 report of the Board of Directors) Rules, 1988 relating to Conservation
 of Energy, Technology Absorption, Forex Earnings & Outgo is provided in
 Annexure forming part of this report
 
 Particulars of Employees:
 
 The information required under sub-section (2A) of Section 217 of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975 duly amended by the Companies (Particulars of Employees)
 Rule, 2011 for the year ended 31stMarch, 2012 is not applicable to the
 Company as none of the employee is drawing remuneration more than the
 limits presently specified under the said rules.
 
 Deposits:
 
 During the year under review, Company has not accepted any deposits
 from the Public within the meaning of the provisions of Section 58A of
 the Companies Act, 1956 read with the Companies (Acceptance of
 Deposits) Rules, 1975.
 
 Auditors:
 
 Due to retirement of M/s. J.S. Uberoi & Company, Chartered Accountants,
 one of the Joint Statutory Auditors of the Company, do not seek
 appointment for the f.y. 2012-2013, as the said Auditor.It is proposed
 to appoint M/s. Mukesh Mehta & Associates, Chartered Accountants, as
 one of the Joint Statutory Auditors of the Company along with M/s.
 Suresh Hegde & Company, Chartered Accountants, subject to the approval
 of the Members of the Company.
 
 EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956 ON THE OBSERVATIONS
 IN THE AUDITORS'' REPORT:
 
 Regarding Point No.6 of the Annexure to the Auditors Report:
 
 Due to urgent need of funds for meeting production related expenses,
 the Company utilized its available options to source such funds and
 some part of which was repaid back to the parties from whom the said
 funds were sourced.
 
 Regarding Point No.9 of the Annexure to the Auditors Report:
 
 The Company is in the process of depositing dues with respect to
 certain cases of income tax and sales tax with appropriate authorities.
 
 Board Committees:
 
 In Compliance with both the mandatory and non-mandatory requirements
 under the Listing Agreement and the applicable laws, the Board has
 constituted the following committees:
 
 (I) Audit Committee
 
 (ii) Shareholders/ Investor Grievance Committee
 
 (iii) Remuneration Committee
 
 (iv) Investment Committee
 
 Change of Name and Objects:
 
 During the year under review, the Company changed its name from SUDAR
 GARMENTS LIMITED to SUDAR INDUSTRIES LIMITED and also changed its
 Objects Clauses by way of seeking approval of the Members through
 Postal Ballot.
 
 Corporate Governance:
 
 Your Company is committed to good corporate governance, firmly believes
 in and consistently follows good corporate governance practices,
 leading to a very high level of transparency in accounting and
 reporting to its shareholders. The Company has adopted a code of
 Conduct for the Board and the Senior Management. A report on the
 Corporate Governance and a certificate from the Auditors of the Company
 forms part of the Annual Report. The Company has fully complied with
 the Corporate Governance practices specified under the Listing
 Agreement with Stock Exchanges.
 
 Management''s Discussion and Analysis:
 
 A detailed review of operations, performance and future outlook of the
 Company is given separately under the head Management''s Discussion and
 Analysis”.
 
 Listing of Shares:
 
 The shares of the Company are listed on the National Stock Exchange of
 India Limited and Bombay Stock Exchange Limited.  The Company has paid
 the annual listing fees to the NSE and BSE for the year 2012-2013.
 
 Holding / Subsidiary Company:
 
 The Company does not have any Holding or Subsidiary Company during the
 year under review.
 
 Industrial Relations:
 
 Industrial Relations remained cordial in the Company''s Plant without
 any disruption in manufacturing activities.
 
 Acknowledgements:
 
 Your directors would like to express their appreciation for the
 assistance and co-operation received from bankers, govt. authorities,
 customers, vendors during the year. Your directors also wishto thank
 all employees, associates and business partners who have contributed
 towards the success of the Company.
 
                           For and on behalf of the Board of Directors
 
 Place: Navi Mumbai        Murugan Muthiah Thevar      Venketraman Nadar
 
 Date:01/09/2012    Chairman & Managing Director   Dy. Managing Director