To, The Members of Vandana Knitwear Limited
 
 (Formerly known as ''Trendy Knitwear Limited'')
 
 The Directors have pleasure in submitting their Report for the year
 ended 31st March, 2012:
 
 1.  FINANCIAL PERFORMANCE
 
                                                          (In Rs.)
 
 Particulars                            2011-12          2010-11
 
 Total Income                       2,01,37,552        46,84,092
 
 Total Expenditure                  1,85,92,003        33,76,024
 
 PROFIT BEFORE TAX                    15,45,549        13,08,068
 
 Less: Provision of Taxation 
 Including Deferred Tax                5,02,661         4,16,241
 
 PROFIT AFTER TAX (PAT)               10,44,128         8,91,827
 
 Add: Balance Brought Forward 
 From Previous Year                  (29,54,358)      (38,50,684)
 
 Add: Excess / (Short) Provision 
 for taxation                             1,240            4,500
 for Earlier year written back
 
 Balance Carried To Balance Sheet    (19,10,230)      (29,54,358)
 
 
 
 
 2.  STATE OF COMPANY''S AFFAIRS:
 
 Your Company is committed to offer the most competitive prices with the
 overall parameters set by the general market conditions. Your Directors
 perceive that the business of the Company stands on a sound platform
 and is running well.
 
 During the year under report, the Company marked its Income from
 operations by earning Rs. 1,51,86,010/- as against of Rs. 10,75,121/-
 of previous year. The Profit after Tax (PAT) went up to Rs. 10,44,128/-
 in 2011-12 from Rs. 8,96,327/- in 2010-11.
 
 3.  DIVIDEND
 
 Due to accumulated losses of the Company your Directors do not
 recommend any dividend for the year under report.
 
 4.  DIRECTORS
 
 Mr. Satya Narayan Gadiya and Mr. Pradeep Saremal Jain, Directors of the
 Company whose period of office is liable to retire by rotation pursuant
 to the provisions of Companies Act, 1956 and Articles of Association of
 the Company retires by rotation and being eligible offer themselves for
 re-appointment.
 
 A brief Resume of Director (Mr. Satya Narayan Gadiya and Mr. Pradeep
 Saremal Jain) eligible for re-appointment alongwith the additional
 information required under Clause 49 (IV)(G) of the Listing Agreement
 is included in the Report on Corporate Governance.
 
 APPOINTMENT OF ADDITIONAL DIRECTOR
 
 Mr. Pawan Mandowara was appointment as an Additional Director at the
 Board Meeting held on 10th November, 2011. The Board received a notice
 u/s 257 of the Companies Act, 1956 from a member proposing the
 candidature of Mr. Pawan Mandowara as a Director. In view of this the
 Board recommends his appointment as a regular Independent Director of
 the Company liable to retire by rotation.
 
 The Details are furnished in Explanatory Statement annexed to the
 Notice calling AGM.
 
 Appointment of Chairman & Managing Director
 
 Subject to consent of Members, Mr. Mukesh Gadiya was appointed as
 Chairman & Managing Director of the Company for a tenure of 5 (five)
 years w.e.f. 10.11.2011. As such, your directors recommend his
 appointment at the said designation on such terms and conditions as
 furnished in Explanatory Statement annexed to the Notice calling AGM.
 
 5.  AUDITORS AND AUDITORS'' REPORT
 
 The Auditors, M/s S. N. Kabra & Co., Chartered Accountants, retire at
 the conclusion of the forthcoming Annual General Meeting and being
 eligible, has offered themselves for re-appointment.
 
 The Company had received letters from M/s S. N. Kabra & Co., Chartered
 Accountants to the effect that their re-appointment, if made, would be
 within the prescribed limits under Section 224(1B) of the Companies
 Act, 1956 and that they are not disqualified for such re-appointment
 within the meaning of Section 226 of the Act.
 
 The qualifications/observations of the Auditors are self-explanatory
 and explained / clarified wherever necessary in appropriate notes to
 Accounts.
 
 6.  FIXED DEPOSITS
 
 The Company has not accepted any Fixed Deposits from public,
 shareholders or employees during the year under report.
 
 7.  CORPORATE GOVERNANCE
 
 In accordance with Clause 49 of the Listing Agreement with Bombay Stock
 Exchange, a Separate Report on Corporate Governance along with
 Auditors'' Certificate confirming Compliance is attached to this
 report.
 
 8.  PARTICULARS OF EMPLOYEES
 
 As there were no employees throughout the year under review who were in
 receipt of remuneration exceeding the prescribed limit in Companies
 Act, 1956 and its regulations and rules. Hence, no statement is
 attached herewith as required in terms of section 217(2A) of the
 Companies Act, 1956.
 
 9.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, on conservation of energy and technology
 absorption are not applicable hence no disclosure is being made in this
 regard.
 
 During the year, there were no foreign exchange earnings and outgo as
 per notes to accounts.
 
 10.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, your
 Directors confirmed that:
 
 1.  In the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed;
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the State of Affairs of
 the Company at the end of the financial year ended 31st March, 2012 and
 of profit of the Company for that year;
 
 3 . the Directors had taken proper and sufficient care 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.  the Directors have prepared the Annual Accounts on a ''going
 concern'' basis.
 
 11.  LISTING FEES
 
 The shares of the Company are listed on Bombay Stock Exchange Ltd.
 (BSE) and the Listing Fee for the year 2012-13 had been duly paid.
 
 12.  ENVIRONMENT AND POLLUTION CONTROL:
 
 The term relating to compliance with all relevant statutes relating to
 the environment and pollution control in the area of environment are
 not applicable.
 
 13.  CODE OF CONDUCT COMPLIANCE:
 
 Pursuant to Clause-49 of the Listing Agreement, the declaration signed
 by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance
 with the Code of Conduct by the Director''s and senior management
 personnel, for the financial year 2011-12 is annexed and forms part of
 the Directors and Corporate Governance Report.
 
 14.  MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
 
 Management Discussions and Analysis Report, forming part of the
 Directors'' Report for the year under review, as stipulated under
 Clause 49 of the Listing Agreement with the Stock Exchange(s), is
 presented in a separate section forming part of the Annual Report.
 
 15.  CASH FLOW ANALYSIS
 
 In conformity with the provisions of clause 32 of the Listing
 Agreement, the Cash Flow Statement for the year ended 31st March, 2012
 is annexed hereto.
 
 16.  SUB-DIVISION OF EQUITY SHARES
 
 With a view to improve liquidity, enabling greater participation by
 small investors and eventually widening the shareholder base, the Board
 of Directors of the Company, pursuant to the provisions of the
 Companies Act, 1956, sought approval of shareholders through
 Extra-ordinary General Meeting held on 16th July, 2012, to sub-divide
 One Equity Share of face value of Rs. 10/- each into Ten Equity Shares
 of face value of Re. 1/- each.
 
 Post subdivision, the Authorised Share Capital of the Company comprises
 of Rs. 12 Crores consisting of 12,00,00,000 Equity Shares of face value
 of Re. 1/- each and Paid-up Share Capital comprises of Rs.
 10,69,85,070/- consisting of 10,69,85,070 Equity Shares of face value
 of Re. 1/- each, fully paid up.
 
 17.  CHANGE OF NAME OF THE COMPANY
 
 With a view to create a brand name and to focus entirely on the
 Textiles and Garments business, the Board of Directors recommended the
 change of name from ''TRENDY KNITWEAR LIMITED'' to ''VANDANA
 KNITWEAR LIMITED'' and the same was approved by the shareholders in
 the Extra-ordinary General Meeting held on 16th July, 2012.
 
 The Shareholders are requested to take note of the same and make future
 communications with the new name of the Company.
 
 18.  ACKNOWLEDGEMENT
 
 Your Directors would like to express their appreciation for assistance
 and co-operation received from the Bankers, Government Authorities,
 Customers, Vendors, Advisors, Members and all concerned during the year
 under report. Your Directors also wish to place on record their deep
 sense of appreciation for the committed services by the executives,
 staff and workers of the Company.
 
 
 
                                     For and on behalf of the Board 
 
                                       FOR VANDANA KNITWEAR LIMITED
 
 Place: Hyderabad
 
 Date: 14thAugust,2012                                Mukesh Gadiya
 
                                       Chairman & Managing Director