19th Annual Report - Bombay Stock Exchange · 2010-07-29 · retail business of the company. MR. DINESH P. JAIN Born in 1969, Mr. Dinesh P. Jain joined the business in 1990 and heads

19th Annual Report78

Making growth fashionable.

119th Annual Report


INDEX

Performance at a Glance 02

General Information 03

Directors’ Biography 05

Letter to the Shareholders 07

Notice 09

Directors’ Report 18

Report on Corporate Governance 22

Management Discussion and Analysis 35

Auditors’ Report 41

Balance Sheet 44

Profit & Loss Account 45

Cash Flow Statement 46

Schedules forming part of Accounts 48

Balance Sheet Abstract & Company’s General Business Profile 74

Financial Highlights 75

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PERFORMANCE AT A GLANCE

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GENERAL INFORMATION

Board of Directors Mr. Kewalchand P. Jain

Chairman & Managing Director

Mr. Hemant P. JainWhole-time Director

Mr. Dinesh P. Jain

Whole-time Director

Mr. Vikas P. JainWhole-time Director

Mr. Popatlal F. Sundesha

Director

Mr. Mrudul D. InamdarDirector

Dr. Prakash A.Mody

Director

Mr. Nimish G. PandyaDirector

Chief Financial Officer Mr. S. L. Kothari

Company Secretary Mr. Abhijit Warange

Statutory Auditors M/s. Jain & Trivedi

Chartered Accountants, Mumbai

M/s. N.A. Shah AssociatesChartered Accountants, Mumbai

Internal Auditors M/s. Bhandarkar & Kale

Chartered Accountants, Mumbai

Solicitors and Advocates Solomon and Co. Mumbai

Bankers Standard Chartered BankMumbai.

Registered Office B-101 to 107, Synthofine Estate,

Opp Virwani Industrial Estate,Goregaon (East), Mumbai: 400 063

Corporate Office Kewal Kiran Estate, Behind Tirupati Udyog,

460/7, I.B. Patel Road, Goregaon (East),Mumbai: 400 063

Registrar & Link Intime India Private Limited,

Transfer Agents C-13, Pannalal Silk Mills Compounds,

L.B.S. Marg, Bhandup (West),Mumbai-400078

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Factories Vapi

Plot No. 787/1, 40, shed

IInd Phase, G.I.D.CVapi: 396 195

Gujarat

Daman

697/3/5/5A, Near Maharani Estate,Somnath Road, Dhabel

Daman: 396 210

Mumbai

Synthofine Estate,Opp Virwani Industrail Estate

Goregaon (East),

Mumbai: 400 063

71-73, Kasturchand Mill Estate

Bhawani Shankar Road,

Dadar (West),Mumbai; 400 028

Windmill Land Survey No. 1119/P

Village KuchhadiTaluka Porbunder

District Porbunder

Gujarat

Website http://www.kewalkiran.com

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DIRECTORS’ BIOGRAPHY

MR. KEWALCHAND P. JAIN

Born in 1962, Mr. Kewalchand P. Jain decided to join the business at an early age aftercompleting school. He learnt the business on the job and spearheaded the groups’foray into branded apparel business. A keen student of finance and a hands-on manager,he heads the finance functions of the company and is responsible for the overallmanagement of the affairs of the company.

Mr. Jain is a trustee of Jatnobai Karmchandji Ratanparia Chauhan Charitable Trust.He is also the treasurer of Shree Jain Vyapar Udyog Seva Sansthan.

MR. HEMANT P. JAIN

Born in 1965, Mr. Hemant P. Jain decided to join the business at an early age aftercompleting school. He learnt the business on the job and leads the marketing functionsof the company. He was instrumental in launching the new brands of the company. Anavid traveler and field person, he keeps a keen eye on the latest trends in internationalmen’s fashion.

Mr. Jain is a trustee of Jatnobai Karmchandji Ratanparia Chauhan Charitable Trust.

Mr. Jain is responsible for marketing of Killer and Easies brands. He also looks after theretail business of the company.

MR. DINESH P. JAIN

Born in 1969, Mr. Dinesh P. Jain joined the business in 1990 and heads the manufacturingoperations of the company. He specialises in production and HR related issues.

Mr. Jain is a trustee of Jatnobai Karmchandji Ratanparia Chauhan Charitable Trust.He is also the treasurer of Daman Industries Association.

Mr. Jain is responsible for ensuring optimum utilization of production facilities of thecompany at its units at Dadar, Goregaon, Daman and Vapi.

MR. VIKAS P. JAIN

Born in 1970, Mr. Vikas P. Jain joined the group in 1992, after completing his graduationin commerce. He heads the operations and distribution functions of the company.

Mr. Jain is a trustee of Jatnobai Karmchandji Ratanparia Chauhan Charitable Trust.

Mr. Jain is responsible for marketing of Lawman and Integriti brands. He also looksafter the retail business of the company. Mr. Jain is spear heading the lifestyle accessoriesbusiness of the company under the brand name ADDICTION. Mr. Jain travels extensivelyand scouts for new technologies in garment manufacturing.

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MR. POPATLAL F. SUNDESHA

Mr. Popatlal Fulchand Sundesha is a reputed exporter of garments and has a widerange of experience in the field of marketing, finance and general administration.

Mr. Sundesha along with his three brothers took over his fathers business and converteda medium sized trading firm into one of the leading manufacturer and exporter of knittedreadymade garments to Non Quota countries like Switzerland, Netherland, U.K andothers. His firm has supplied garments to Wal-Mart, Woolworth, Benetton, Manor AGand others.

Mr. Sundesha has been awarded the President’s award in exports as also ApparelsExport Promotion Council Award for six years.

DR. PRAKASH A. MODY

Dr. Prakash Amrut Mody is the Chairman and Managing Director of Unichem LaboratoriesLimited. He has a rich experience in the field of marketing, research and production.

Dr. Mody is a doctorate (Ph.D.) in Organic Chemistry from the University of Mumbai. Hehas perceived marketing management from Jamnalal Bajaj Institute of ManagementStudies, University of Mumbai. He is also a Graduate Alumni of Harvard Business Schoolhaving undergone the Owner Presidents’ Management Program.

Dr. Mody is the Vice President of the Indian Pharmaceutical Alliance. He is also on theExecutive Committee of the Indian Drug Manufacturers’ Association. He is a memberof the World Presidents’ Organisation Inc. He is a member of National Committee onDrugs and Pharmaceuticals Confederation of Indian Industry and Rotary Club of BombayMid-Town and is also involved in many other social activities.

MR. NIMISH G. PANDYA

Mr. Nimish Gulabrai Pandya holds a Bachelor’s Degree in Law from Bombay University.He is a member of the Bar Council of Maharashtra and was appointed as a NotaryPublic by the Government of Maharashtra in the year 1993.

Mr. Pandya is a proprietor of Pandya & Co., Advocates and specializes in mergers andacquisitions. Besides, his career in law, he has been actively involved in many spiritualand social activities and has been a Member of Council of Management of Sri SathyaSai Trust, Maharashtra. He is also a prominent member of the International Faculty ofPersonality Development Courses based on Human Values.

A prolific speaker, a dramatist and an ardent social worker, he has dedicated himself tothe cause of Education in Human Values for children all over the world.

MR. MRUDUL D. INAMDAR

Mr. Mrudul Dattakumar Inamdar, a fellow member of the Institute of CharteredAccountants of India is a partner in Bansi S. Mehta and Company, one of the mostreputed Chartered Accountancy firm in Mumbai.

Mr. Inamdar has been practicing for over 26 years in the field of Corporate and IndividualTaxation, with special emphasis on representation before Income-tax appellateauthorities at all levels, Tax Audits, Tax and Legal Due Diligence and Corporate Taxplanning.

DIRECTORS’ BIOGRAPHY

719th Annual Report


Dear Shareholders,

It gives me great pleasure to share with you the 19th Annual Report of your company.

Retail industry continues to be one of the fastest growing industries and India is one of the youngest consumer

markets in the world. The last 2 years have been very significant for the organized retail industry in India as the

unstable economic situation posed several challenges to a nascent industry at the cusp of growth. Many new players

entered the retailing space in the last few years and some of them succumbed to the crisis that started globally and

also hit the Indian shores.

Excessive leverage, inadequate internal controls, weak logistical support and unnatural growth aspirations were possibly

the key factors that is attributable to some of the failures in the organized retail segment. These market indicators

have reinforced our confidence into the business model of your company and your company has emerged stronger

and even more focused after the global economic downturn. Your company sensed the impending slowdown a little

early and started cutting down on inventory and implemented stringent cost controls. This led to a dip in the profitability

in FY2008-09 but has positioned the company well to achieve strong growth in sales and profits in FY2009-10.

Today, your company stands apart for its completely integrated operations that encompass the entire value chain,

right from design to production to branding and retailing. This has enabled the company to improve cost efficiencies,

exercise quality control, ensure timely deliveries and provide customers with a world class shopping experience.

On the business front, your company recorded growth in sales of 21% to Rs. 175.28 crores and profit after tax

increased by 128% to Rs. 32.52 crores. Considering the improved performance your Board of Directors has

recommended a dividend of Rs. 6/- per equity share of Rs. 10/- each.

The Indian economy has demonstrated remarkable resilience to the global headwinds and continues to grow at a

robust pace. Your company is optimistic about the long term potential of the Indian markets and has taken several

steps towards creating a system driven, high performance organization by targeting sustainable and profitable growth.

The ever rising rental for commercial premises, availability of quality retail space and service tax on rent still remain a

From the Chairman’s Desk

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cause of concern for the retail industry.

“Killer” the flagship brand of your company is one of the few brands in the country today with a presence of more than

2 decades. “Killer” continues to be vibrant brand with a strong value proposition. Our other brands LawmanPg3,

Easies and Integriti have created a niche in the market and have consistently registered a commendable growth year

on year. Your company will retain focus on its key power brands and intends to nurture them further and replicate

similar success across all.

We have ramped up our store role out and as on 31st March 2010 have 139 retail stores apart from a wide distribution

network of multi brand outlets and increased presence in large format stores. The company intends to increase its

retail presence through more retail outlets under the franchisee operation model. The focus would be on expanding

reach into Tier II and Tier III cities where the products are already available through other formats and there is

familiarity with the company’s brands. The other areas of growth include women wear and lifestyle accessories. Your

company is optimistic about the potential in the lifestyle accessories business. During the year under review your

company has launched a retail format ‘ADDICTION’ for its lifestyle accessories business.

Your company also participated in the prestigious Lakme Fashion Week Summer/Resort 2010 to showcase the spring

summer collection in association with Mr. Narendra Kumar Ahmed; one of the India’s leading fashion designers. Such

events give your company a platform to showcase its innovative and trendsetting products.

While your company is on an expansion spree and is increasing its footprints on a pan India level several steps are

being taken in enhancing internal controls and systems that will support its growth aspiration with adherence to the

highest levels of risk management and corporate governance standards.

Innovation at Kewal Kiran Clothing Ltd. is an everyday mantra and all efforts are focused towards creating and delivering

high quality, fashionable products to meet the discerning wants of an ever demanding customer base. Your Company

would continue to be the country’s trendsetters.

With this note I thank you all co-owners for being a part of the Kewal Kiran Family. I take this opportunity to thank our

dedicated team for their valuable support and cooperation without which the company would not have been able to

reach the position it enjoys today. I would also take this opportunity to thank my colleagues on the Board for their

valuable participation and contribution while guiding the course of the company.

KEWALCHAND P. JAIN

CHAIRMAN AND MANAGING DIRECTOR

919th Annual Report


NOTICE OF 19TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 19th Annual General Meeting of Kewal Kiran Clothing Limited. will be held on Thursday,5th August, 2010 at C. K. Naidu Hall, The Cricket Club of India Ltd., Brabourne Stadium, Dinshaw Vachha Road,Mumbai - 400 020 at 4.30 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2010 and the Profit and LossAccount for the financial year ended 31st March 2010 together with the report of the Directors and Auditors thereon.

2. To declare a dividend on Equity shares.

3. To appoint a Director in place of Mr. Popatlal F. Sundesha, who retires by rotation and being eligible, offershimself for re-appointment.

4. To appoint a Director in place of Mr. Mrudul Inamdar, who retires by rotation and being eligible, offers himself forre-appointment.

5. To appoint a Director in place of Mr. Nimish Pandya, who retires by rotation and being eligible, offers himself forre-appointment.

6. To appoint M/s. Jain & Trivedi, Chartered Accountants as the Statutory Auditors of the company and fix theirremuneration.

7. To appoint M/s. N.A. Shah Associates, Chartered Accountants as the joint Statutory Auditors of the company andfix their remuneration.

SPECIAL BUSINESS:

8. To consider and if thought fit, to pass with or without modification the following resolution as a special resolution

“RESOLVED THAT pursuant to Section 314(1) and other applicable provision, if any of the Companies Act, 1956consent of the members be and is hereby accorded to the appointment of Ms. Arpita Jain, a relative of Mr.Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain, Directors of the company tohold an office of profit under the company as ‘Executive – HR’ with effect from 5th March, 2010 on a salary (CTC)of Rs. 3,00,000/- per annum as per the terms and conditions mentioned herein below:

I. Salary

a. Basic and DA – Rs. 10,004/- per month

b. Other allowances including House Rent Allowance, Education Allowance, Conveyance Allowance, MedicalAllowance etc. not exceeding Rs. 10,004/- per month.

II. Perquisites:

In addition to the salary and allowances payable as above, Ms. Arpita Jain will also be entitled to the followingperquisites:

a. Medical reimbursement from time to time upto a limit of Rs.15,000/- per annum, for herself and her familymembers.

b. Attire Allowance from time to time upto a limit of Rs.12,500/- per annum.

c. Meal Vouchers for an amount of Rs. 18,000/- per annum.

d. Company’s contribution to Provident Fund as per rules of the company.

FURTHER RESOLVED THAT Ms. Arpita Jain would be responsible for assisting the Human Resource Departmentin Recruitment, Payroll, Training & Development, MIS and such other functions as may be assigned to Ms. Jainfrom time to time;

LASTLY RESOLVED THAT Mr. Abhijit Warange, General Manager – Compliance and Company Secretary beand is hereby authorized to file the necessary forms, if any and make the necessary applications, if any and do allsuch acts deeds matters and things as are necessary to give effect to this resolution.”




“RESOLVED THAT pursuant to the provision of Sections 198, 269, 309, 311, 317 read with Schedule XIII andother applicable provisions if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s)thereof the consent of the members be and is hereby accorded to the re-appointment of Mr. Kewalchand P. Jainas the Managing Director of the Company for a period of 5 (five) years w.e.f 1st April, 2010 on the terms andconditions including remuneration as detailed below with a liberty to the Board of Directors which term shall bedeemed to include any Committee of the Board constituted to exercise its powers, (including the powers conferredby this resolution) to alter and vary the terms and conditions of appointment and/or remuneration as may beagreed to by the Board of Director and Mr. Jain, subject to the same not exceeding the limits specified underSchedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof:

I. Total monthly remuneration of Rs. 3,00,000/- (Basic Rs. 90,000/- & Allowance Rs. 2,10,000/-)

The Company’s contribution to provident fund as per the rules of the company and to the extent not taxableunder the income tax law shall not be included for the purpose of computation of the overall ceiling ofremuneration

II. Perquisites:

a. Gratuity at a rate not exceeding half month’s salary for each completed year of services, payable at theend of the tenure or retirement or resignation;

b. Encashment of leave, bonus and allowances as per the Company policy rules;

c. Medical reimbursement in India or abroad as per Company policy and/or rules and/or medical insurancepremium;

d. Use of Company’s car along with driver for official & personal purposes, two telephones at residence andtwo mobile phones;

e. Any other allowances, perquisites, benefits and facilities as may be approved by the Board of Directorsfrom time to time;

The valuation of perquisite shall be as per the Income Tax Rules and wherever no method of valuation isprescribed therein, the same shall be valued at the cost to the Company.

III. Reimbursement of expenses incurred in respect of his official duties including traveling and entertainmentexpenses.

Responsibilities:

Mr. Jain will be responsible for the day to day management of the affairs of the Company under the supervisionand control of the Board of Directors of the Company.

He shall report all matters to the Board and shall function under the superintendence and control of the Board.

FURTHER RESOLVED THAT the remuneration payable to Mr. Jain during Mr. Jain’s term of office as ManagingDirector together with the remuneration payable to the other Whole time Directors of the Company viz. Mr. HemantJain, Mr. Dinesh Jain and Mr. Vikas Jain shall not in any financial year exceed 10% of the net profits of theCompany for that respective financial year calculated in the manner stated in Section 198 of the Companies Act,1956 or any statutory modification(s) or re-enactment(s) thereof;

FURTHER RESOLVED THAT in the event of absence or inadequacy of profits in any financial year during Mr.Jain’s term of office as Managing Director the above remuneration and perquisites be paid as minimumremuneration, subject to the overall limits specified in Schedule XIII of the Companies Act, 1956;

LASTLY RESOLVED THAT Mr. Hemant Jain, Director and Mr. Abhijit Warange, General Manager - Complianceand Company Secretary be and are hereby independently authorized to give necessary intimations to all statutoryauthorities concerned and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”


“RESOLVED THAT pursuant to the provision of Sections 198, 269, 309, 311 read with Schedule XIII and otherapplicable provisions if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s)

1119th Annual Report


thereof consent of the members be and is hereby accorded to the re-appointment of Mr. Hemant P. Jain as theWholetime Director of the Company on the terms and conditions including remuneration as detailed below tillsuch time he continues to be a Director liable to retire by rotation with a liberty to the Board of Directors which termshall be deemed to include any Committee of the Board constituted to exercise its powers, (including the powersconferred by this resolution) to alter and vary the terms and conditions of appointment and/or remuneration asmay be agreed to by the Board of Director and Mr. Jain, subject to the same not exceeding the limits specifiedunder Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof:


The Company’s contribution to provident fund as per the rules of the company and to the extent not taxableunder the income tax law shall not be included for the purpose of computation of the overall ceiling of remuneration

II. Perquisites:








Responsibilities:



FURTHER RESOLVED THAT the remuneration payable to Mr. Jain during Mr. Jain’s term of office as WholetimeDirector together with the remuneration payable to the Managing Director viz. Mr. Kewalchand Jain and otherWhole time Directors of the Company viz. Mr. Dinesh Jain and Mr. Vikas Jain shall not in any financial yearexceed 10% of the net profits of the Company for that respective financial year calculated in the manner stated inSection 198 of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof;

FURTHER RESOLVED THAT in the event of absence or inadequacy of profits in any financial year during Mr.Jain’s term of office as Wholetime Director the above remuneration and perquisites be paid as minimumremuneration, subject to the overall limits specified in Schedule XIII of the Companies Act, 1956;

LASTLY RESOLVED THAT Mr. Kewalchand P. Jain, Director and Mr. Abhijit Warange, General Manager -Compliance and Company Secretary be and are hereby independently authorized to give necessary intimationsto all statutory authorities concerned and to do all such acts, deeds and things as may be necessary to give effectto this resolution.”


“RESOLVED THAT pursuant to the provision of Sections 198, 269, 309, 311 read with Schedule XIII and otherapplicable provisions if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereofconsent of the members be and is hereby accorded to the re-appointment of Mr. Dinesh P. Jain as the WholetimeDirector of the Company on the terms and conditions including remuneration as detailed below till such time hecontinues to be a Director liable to retire by rotation with a liberty to the Board of Directors which term shall bedeemed to include any Committee of the Board constituted to exercise its powers, (including the powers conferred



by this resolution) to alter and vary the terms and conditions of appointment and/or remuneration as may beagreed to by the Board of Director and Mr. Jain, subject to the same not exceeding the limits specified underSchedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof:


The Company’s contribution to provident fund as per the rules of the company and to the extent not taxableunder the income tax law shall not be included for the purpose of computation of the overall ceiling of remuneration

II. Perquisites:








Responsibilities:



FURTHER RESOLVED THAT the remuneration payable to Mr. Jain during Mr. Jain’s term of office as WholetimeDirector together with the remuneration payable to the Managing Director Mr. Kewalchand Jain and other Wholetime Directors of the Company viz. Mr. Hemant Jain and Mr. Vikas Jain shall not in any financial year exceed 10%of the net profits of the Company for that respective financial year calculated in the manner stated in Section 198of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof;




“RESOLVED THAT pursuant to the provision of Sections 198, 269, 309, 311 read with Schedule XIII and otherapplicable provisions if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereofconsent of the members be and is hereby accorded to the re-appointment of Mr. Vikas P. Jain as the WholetimeDirector of the Company on the terms and conditions including remuneration as detailed below till such time hecontinues to be a Director liable to retire by rotation with a liberty to the Board of Directors which term shall bedeemed to include any Committee of the Board constituted to exercise its powers, (including the powers conferredby this resolution) to alter and vary the terms and conditions of appointment and/or remuneration as may beagreed to by the Board of Director and Mr. Jain, subject to the same not exceeding the limits specified underSchedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof:




The Company’s contribution to provident fund as per the rules of the company and to the extent not taxableunder the income tax law shall not be included for the purpose of computation of the overall ceiling ofremuneration

II. Perquisites:








Responsibilities:



FURTHER RESOLVED THAT the remuneration payable to Mr. Jain during Mr. Jain’s term of office as WholetimeDirector together with the remuneration payable to the Managing Director Mr. Kewalchand Jain and other Wholetime Directors of the Company viz. Mr. Hemant Jain and Mr. Dinesh Jain shall not in any financial year exceed10% of the net profits of the Company for that respective financial year calculated in the manner stated in Section198 of the Companies Act, 1956 or any statutory modification(s) or re-enactment(s) thereof;



By order of the Board of Directors

ABHIJIT B. WARANGECOMPANY SECRETARY

Regd. Office:B101-107, Synthofine Estate,

Opposite Virwani Industrial Estate,

Goregaon (E), Mumbai-400 063Date: 13th May, 2010

Place: Mumbai



NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. IN ORDER TO BE VALID, PROXIESDULY STAMPED, SHOULD BE LODGED WITH THE COMPANY AT ITS REGISTERED OFFICE NOT LATERTHAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Corporate Members intending to send their authorized representatives to attend the meeting are requested tosend a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalfat the meeting.

3. The relevant explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item no.8 to 12 stated above is annexed hereto.

4. The Register of Members and the Share Transfer Books of the company will remain closed from Friday, 23rd July,2010 to Thursday, 5th August, 2010 (both days inclusive).

5. The dividend as may be declared shall be payable to members of the company whose names appear:

a) As Beneficial Owners as at the end of business hours on 22nd July, 2010, as per the list to be furnished byNational Securities Depository Ltd. and Central Depository Services (India) Ltd., in respect of the shares heldin electronic form and

b) As members on the Register of Members of the Company as at 5th August, 2010, after giving effect to validtransfers in respect of transfer request lodged with the company on or before the close of business hours on22nd July, 2010.

6. The Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI) have advised all listedcompanies to mandatorily use the National Electronic Clearing Services (NECS) facility wherever possible fordividend payment to the shareholders. In view of this stipulation the company proposes to implement the NECSfacility. Members are requested to provide the company with NECS mandate for crediting the future dividendpayment directly to their respective bank accounts. The Company shall be able to coordinate with the bankersonly on receipt of the necessary information. The main information required therein is the type of account, nameof the bank and the account number. It should be signed by all the holders, as per the specimen signaturerecorded with the Company/Depository Participant.

7. Members who have not claimed refund of their application money or not encashed their dividend warrants fordividend declared by the company so far are requested to make their claims to the company immediately. Thesaid amounts remaining unpaid or unclaimed for seven years from the date they become due for payment arerequired to be transferred to Investor Education and Protection Fund pursuant to Section 205C of the CompaniesAct, 1956. Please note that as per Section 205C of the Companies Act, 1956, no claim shall lie against thecompany or the said fund in respect of individual amount which remains unclaimed or unpaid for a period of sevenyears from the date they first become due for payment and no payment shall be made in respect of any suchclaims.

8. Members holding shares in the same set of names under different ledger folios are requested to apply forconsolidation of such folios alongwith relevant share certificates to the company’s Registrar & Transfer Agents,Link Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai400 078.

9. Members holding shares in physical segment are requested to notify change in their address/status, if any,immediately to the company’s Registrar & Transfer Agents, M/s Link Intime India Private Limited, C-13, PannalalSilk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai 400 078.

10. The company has designated an exclusive e-mail id called [email protected] for redressalof shareholders complaints /grievances. In case you have any queries/complaints or grievances then please writeto us at [email protected]

11. Members who would like to ask any questions on the accounts are requested to send their questions at RegisteredOffice of the company at least 10 days before the Annual General Meeting to enable the company to answer theirqueries satisfactorily.



12. Members are requested to bring their copies of the Annual Report to the Annual General Meeting.

13. The members/proxies should bring the attendance slip duly filled in and signed for attending the meeting.

14. Appointment/Reappointment of Directors:

Profile of Directors retiring by rotation and offering for re-appointment:

At the ensuing Annual General Meeting Mr. Popatlal F. Sundesha, Mr. Mrudul Inamdar and Mr. Nimish Pandyaretires by rotation and being eligible, offers themselves for re-appointment. Pursuant to Clause 49 of ListingAgreement relating to Code of Corporate Governance, the particulars of the aforesaid Directors are given below:

1. Mr. Popatlal F. Sundesha:

Mr. Popatlal Fulchand Sundesha is a reputed exporter of garments and has a wide range of experience in thefield of marketing, finance and general administration.

Mr. Sundesha took over his fathers business along with his three brothers and converted a medium sizedtrading firm into one of the leading manufacturer and exporter of knitted readymade garments to Non Quotacountries like Switzerland, Netherland, U.K and others. His firm has supplied garments to Wal-Mart, Woolworth,Benetton, Manor AG and others.

He has been awarded the President’s award in exports as also Apparels Export Promotion Council Award forsix years.

As on the date of this notice Mr. Sundesha does not hold any shares in the company. Fulchand ExportsPrivate Limited is the holder of 20,000 Equity Shares and Fulchand Finance Private Limited is the holder of20,000 Equity Shares in the company as on the date of this notice. Mr. Popatlal Sundesha, is a director &shareholder of Fulchand Finance Private Limited. Relatives of Mr. Popatlal Sundesha are directors andshareholders of Fulchand Exports Private Limited.

The details of other directorships of Mr. Popatlal F. Sundesha are as follows:-

NAME OF THE COMPANY BOARD POSITION HELD

Apaksh Broadband Ltd. Director

Aksh Opti Fibre Ltd. Director

Fulchand Finance Pvt. Ltd. Chairman

The details of committee memberships of Mr. Popatlal F. Sundesha are as follows:-

NAME OF THE COMPANY NAME OF THE COMMITTEE POSITION HELD

Kewal Kiran Clothing Ltd. Audit Committee Member

Kewal Kiran Clothing Ltd. Remuneration Committee Member

Aksh Opti Fibre Ltd. Audit Committee Member

2. Mr. Mrudul D. Inamdar

Mr. Mrudul Dattakumar Inamdar, a fellow member of the Institute of Chartered Accountants of India is apartner in Bansi Mehta and Company one of the most reputed Chartered Accountancy firm in Mumbai.

He has been practicing for over 26 years in the field of Corporate and Individual taxation; with special emphasison representation before Income-tax appellate authorities at all levels; Tax Audits; Tax and Legal Due Diligenceand Corporate Tax planning.

Mr. Inamdar does not hold any shares in the company as on the date of this notice.



The details of other directorships of Mr. Mrudul D. Inamdar are as follows:-


Kanbans Consultancy Services Pvt. Ltd. Director

The details of committee memberships of Mr. Mrudul D. Inamdar are as follows:-


Kewal Kiran Clothing Ltd. Audit Committee Chairman

Kewal Kiran Clothing Ltd. Share Transfer Committee Member

3. Mr. Nimish G. Pandya

Mr. Nimish Gulabrai Pandya holds a Bachelor’s Degree in Law from Bombay University. He is a member ofthe Bar Council of Maharashtra and was appointed as a Notary Public by the Government of Maharashtra inthe year 1993.

He is a proprietor in Pandya & Co., Advocates and specializes in mergers and acquisitions. Besides, hiscareer in law, he has been actively involved in many spiritual and social activities and has been a Member ofCouncil of Management of Sri Sathya Sai Trust, Maharashtra. He is also a prominent member of the InternationalFaculty of Personality Development Courses based on Human Values.

A prolific speaker, a dramatist and an ardent social worker, he has dedicated himself to the cause of Educationin Human Values for children all over the world.

Mr. Pandya does not hold any shares in the company as on the date of this notice.

The details of other directorships of Mr. Nimish G. Pandya are as follows:-


Nil

The details of committee memberships of Mr. Nimish G. Pandya are as follows:-


Kewal Kiran Clothing Ltd. Remuneration Committee Chairman

Kewal Kiran Clothing Ltd. Shareholders and ChairmanInvestors Grievance Committee


Kewal Kiran Clothing Ltd. Share Transfer Committee Member



EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF

THE COMPANIES ACT, 1956

Item no. 8

In the Board Meeting held on 4th March, 2010 the Board of Directors had subject to the approval of the membersapproved the appointment of Ms. Arpita Jain, relative of the executive directors of the company. Ms. Arpita Jain hasgraduated in B.A – Psychology and thereafter completed M.B.A – M.M.S in Human Resource Development fromM.E.T Institute of Management, Mumbai.

Since Ms. Arpita Jain is related to the Executive Directors her appointment would be governed by the provisions ofSection 314 of the Companies Act, 1956.

Section 314(1) of the Companies Act, 1956 provides for members approval at General Meeting for her appointment.

Your Directors have recommended the Special Resolution for the approval of members.

Except Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain, and Mr. Vikas P. Jain, no other Director is inany way concerned/ interested in the resolution.

Item no. 9 to 12 :

In the Board Meeting held on 4th March, 2010 the Board of Directors had subject to the approval of the membersapproved the re-appointment and remuneration as recommended by the Remuneration Committee payable to Mr.Kewalchand P. Jain, Chairman & Managing Director of the company and Mr. Hemant P. Jain, Mr. Dinesh P. Jain, andMr. Vikas P. Jain, Wholetime Directors of the company.

The members of the company had in the Extra Ordinary General Meeting held on 9th December, 2005 accorded theirconsent to the appointment of Mr. Kewalchand P. Jain as the Managing Director and Mr. Hemant P. Jain, Mr. DineshP. Jain, Mr. Vikas P. Jain as the Wholetime Directors for a period of five years w.e.f. 1st April, 2005 which was due forrenewal on 1st April, 2010.

The members of the company in the Annual General Meeting held on 4th August, 2008 accorded their consent forremuneration payable to Managing Director and Wholetime Directors for the period 3rd November, 2008 upto 31st

March, 2010.

The appointment of the Managing/Wholetime Directors would be governed by the provisions of Section 269 and 317of the Companies Act, 1956 read with Part I of Schedule XIII to the Companies Act, 1956.

The payment of remuneration to Managing / Wholetime Director of a company is governed by the provisions ofSection 198, 309, 310 and 311 of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956. Thesaid provisions provide that a company having profits in a financial year may pay any remuneration by way of salary,dearness allowance, perquisites, commission and other allowances which shall not exceed five (5) percent of its netprofits for one such managerial person and if there is more than one such managerial person ten (10) percent for allof them together.

The remuneration payable to the Managing Director and the Wholetime Directors has been approved by theRemuneration Committee of the Directors.

This statement may also be treated as a memorandum issued pursuant to section 302 of the Companies Act, 1956.

Your Directors have recommended the Special resolution for approval of members.

Except Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain, and Mr. Vikas P. Jain, no other Director is inany way concerned/ interested in the resolutions.

By order of the Board

For Kewal Kiran Clothing Limited

ABHIJIT B. WARANGECOMPANY SECRETARY

Date: 13th May, 2010

Place: Mumbai



DIRECTORS’ REPORT

To The Members:

Your Directors have pleasure in presenting the 19th Annual Report together with the audited accounts of the Companyfor the year ended 31st March, 2010.

FINANCIAL RESULTS:(Amount in Rupees Crores)

Particulars Year Ended Year Ended31st March 2010 31st March 2009

Net Sales/Income from operations 175.28 144.58

Other Income 11.03 8.36

Total Expenditure 129.38 124.47

Gross profit (Before deducting any of the following) 56.93 28.47

Finance charges 2.33 2.71

Provision for depreciation 5.84 5.04

Tax provision 16.22 6.46

Net profit for the year 32.52 14.26

Prior Period Expenses (Net of Tax) – –

Balance of profit/(loss) 32.52 14.26

Appropriation of profit – –

Bonus shares issued during the year – –

Proposed Dividend (Including Dividend Tax) 8.62 4.33

Transfer to General Reserve 3.25 1.43

Dividend (in Rs.) per ordinary share 6.00 3.00

Paid up Equity capital 12.33 12.33

Reserves except revaluation reserve 94.20 90.94

Surplus c/f 68.67 48.03

TURNOVER & PROFITS:

Your Directors wish to inform you that during the financial year ended 31st March, 2010, the sales and operatingincome was Rs. 175.28 crores representing a growth of 21% and net profit after tax stood at Rs. 32.52 crores representinga growth of 128% over the previous year.

DIVIDEND:

Your directors are pleased to recommend a final dividend of Rs. 6/- per equity share of Rs. 10/- each for the yearended 31st March, 2010.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits ofyour company for the year and will sum up to a total of Rs. 8,62,32,429/- including dividend distribution tax.

OVERALL PERFORMANCE AND OUTLOOK

Being in the fashion business, the company needs to keep innovating to meet the customer’s expectations and deliverhigh quality products at a reasonable price and in line with changing trends. Your company is uniquely placed in thesector with an integrated business model that encompasses the complete value chain of design, manufacturing andsourcing, distribution, logistics and retailing. The company has an in-house team of designers that track national andinternational trends to create innovative fashionable products that customers would relate to. The company has stateof the art manufacturing facilities that ensure quality and timely deliveries. This unique business model along with astrong and committed focus on its power brands has helped the company sustain the challenging business environmentand capitalize on the rebound in consumer confidence.



All the key brands of the company Killer, Integriti, Lawman Pg3 and Easies, recorded healthy growth and are wellpositioned to target specific segments of the market. The growth in sales volume, better price realizations along withcost efficiencies have resulted in significant improvement in profitability of the business.

The Indian retail market provides a big growth opportunity but also poses challenges for chasing growth profitably. Yourcompany will continue to follow prudent financial policies while seeking growth opportunities.

While consumer sentiment has improved it remains susceptible to various factors like rising inflation, volatile financialmarkets, uncertainty over monsoons and other uncertain events. With more and more top of the line international brandsentering Indian market the competition in the branded apparel industry continues to be getting fierce by the day.

While your company has an established presence in Metros and Tier –I cities your company is also penetrating into Tier -II and Tier – III cities. Your company would continue its thrust on product and design innovation. The apparel accessoriesbusiness looks promising and would fuel your company’s growth trajectory. Your company’s presence in the women’ssegment will drive your company’s growth with an increasing preference for western wear in the women’s segment.

The medium/long term India retail story continues to look strong. Your company is cautiously optimistic about the year ahead.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED:

Your company has made an aggregate investment of Rs. 345.50 lakhs in White Knitwear Private Limited (WKPL) bysubscribing to 3,30,000 Equity shares of Rs. 10/- each and 31,25,000, 9% Redeemable Cumulative Preference Sharesof Rs. 10/- each. WKPL has acquired land in Surat SEZ for manufacturing apparels for European and American market.WKPL has not commenced its in-house commercial production. In view of the global economic situation, WKPL hasdecided to explore alternatives to utilize its assets.

IPO FUND UTILISATION:

Your company entered the capital market with an issue of 31,00,037 Equity shares of Rs. 10/- each through 100% BookBuilding Route and the shares of your company got listed on Bombay Stock Exchange Ltd. (BSE) and National StockExchange of India Ltd. (NSE) on 13th April, 2006.

In the Annual General Meeting (AGM) held on 4th August 2008, the members had accorded their consent for extensionof time to attain the object of proceeds of the Initial Public Offer stated in the prospectus by a further period of two yearsfrom 31st March 2008 to 31st March 2010 as well as to reallocate the then balance unutilized amount.

Further, in the Extraordinary General Meeting (EGM) held on 30th December 2009, the members of the Companyunanimously accorded their consent for reallocation of balance unutilized funds i.e. Rs. 333.46 millions in part or full forthe use of any of the following objects: (a) setting up exclusive retail outlets; (b) setting up of new manufacturing units;(c) upgrading and augmentation of plant and machinery; (d) repayment of working capital demand loan/ cash creditlimits; (e) repayment of term loan; (f) payment to creditors and (g) general corporate purposes.

The entire proceeds raised from the public issue has been utilized by your company for the objects of the issue (as amendedby the shareholders in the AGM held on 4th August, 2008 and EGM held on 30th December, 2009). For a detailed descriptionon the utilization of the issue proceeds please refer note no. 5 of part B to Schedule 21 to the Financial statements.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your company, Mr.Popatlal Sundesha , Mr. Mrudul Inamdar and Mr. Nimish Pandya, Directors of your Company would retire by rotation atthe ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director’s ResponsibilityStatement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accountingstandards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit of the Company for the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;



(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the Certificate of Auditors, M/s. N.A. Shah Associates, Chartered Accountantsand M/s. Jain and Trivedi, Chartered Accountants confirming the compliance of conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreements with the stock exchanges forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the company is given separately under the headManagement Discussion and Analysis and forms a part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT:

Your company has put in place a Code of Conduct effective 14th January, 2006, for its Board members and SeniorManagement Personnel. Declaration of compliance with the code of conduct have been received from all the BoardMembers and Senior Management Personnel. A certificate to this effect from the Mr. Kewalchand P. Jain, Chairman &Managing Director forms a part of this Report.

AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement your company has constituted an Audit Committee which consistsof three non-executive independent directors of the company viz. Mr. Mrudul D. Inamdar (Chairman of Audit Committee),Mr. Popatlal F. Sundesha and Mr. Nimish G. Pandya.

FIXED DEPOSIT:

Your company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange ofIndia Limited. Your company has paid the applicable listing fees to the above Stock Exchanges upto date.

PENDING SHARES UPLOAD:

The company has opened a demat suspense account with the Edelwise Securities Limited and credited all the sharesissued pursuant to the Initial Pubic Offer(IPO), which remain unclaimed despite the best efforts of the Company andRegistrar to Issue.

i) Number of Shareholders outstanding at the beginning of the year: 8Outstanding shares in the demat suspense account at the beginning of the year: 215

ii) Number of shareholders who approached the company for transfer of shares from suspense account during the year: 1

iii) Number of shareholders to whom shares were transferred form suspense account during the year : 1

iv) Aggregate number of shareholders outstanding at the end of the year: 7Outstanding shares in the suspense account lying at the end of the year: 190

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

AUDITORS:

Your company’s auditors M/s. Jain & Trivedi, Chartered Accountants and the joint auditors M/s. N.A. Shah Associates,Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the company and beingeligible offer themselves for re-appointment.

PERSONNEL:

Employee relations continued to be cordial during the year ended 31st March, 2010. Your Company continued its thruston Human Resource Development. Your company has initiated various customized training programs viz. personalitydevelopment, development of inter personal skills, communication skills, public speaking etc. for its employees thatenhance both personal as well career growth of the employees. These programs are conducted round the year byprofessional trainers as well as by the human resource department of the company. Your company has also encouragedits employees to attend seminars and discussions conducted by professional institutions and trade bodies. The Boardwishes to place on record its appreciation to all the employees in the company for their sustained efforts and immensecontribution to the high level of performance and growth of the business during the year.



INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARSOF EMPLOYEES) RULES 1975:

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules 1975 forms a part of the Directors Report for the year ended 31st March, 2010. However pursuant to the provisions ofSection 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report and Statement of Accounts are being sent to allshareholders excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interestedin obtaining a copy of the said statement may write to the Company Secretary at the corporate office of your Company.

INFORMATION UNDER SECTION 217 (1)(e) OF COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSUREOF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 :

The information pursuant to Section 217(1)(e) of the Companies Act,1956, read with Companies (Disclosure ofParticulars in the report of the Board of Directors) Rules 1988 is given below:

A. CONSERVATION OF ENERGY

The operations of your company are not energy intensive. However wherever possible your company strives tocurtail the consumption of energy on a continued basis.

B. TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports, initiatives taken to increase exports, development of new export markets for productsand services and export plans.

Total Foreign Exchange used and earned:

FOB Value Rs. 60,193,684/-

Domestic Sales Rs. 1,192,009/-

Total Foreign Exchange outgo Rs. 140,83,988/-

ACKNOWLEDGEMENTS:

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution madeby its customers, its shareholders, and all its employees across the country, as well as the various GovernmentDepartments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effectiveoperations of your company.

For and on behalf of the Board

KEWALCHAND P. JAINCHAIRMAN & MANAGING DIRECTOR

Dated: 13th May, 2010Place: Mumbai

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

I, Kewalchand P. Jain, Chairman & Managing Director of the company, hereby declare that the company has adopteda Code of Conduct for its Board Members and Senior Management, at a meeting of the Board of Directors held on 14th

January, 2006 and the Board Members and Senior Management have affirmed compliance with the said Code ofConduct for the financial year ended 31st March, 2010.

FOR KEWAL KIRAN CLOTHING LIMITED

KEWALCHAND P. JAINCHAIRMAN & MANAGING DIRECTOR

Dated: 13th May, 2010Place: Mumbai



CORPORATE GOVERNANCE REPORT FOR THE YEAR 2009-10

I. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

Kewal Kiran Clothing Ltd. is committed to good corporate governance in order to enhance shareholders’ value.The company believes that Corporate Governance is not an end in itself but a catalyst in the process towardsmaximization of shareholder value. The company’s philosophy on Corporate Governance enshrines the goal ofachieving the highest levels of transparency, accountability and equity in all spheres of its operations and in all itsdealings with the shareholders, employees, the Government and other parties. It is the company’s belief that goodethics make good business sense and our business practices are in keeping with the spirit of maintaining thehighest level of ethical standards.

In so far as compliance of Clause 49 of the Listing Agreement with the Stock Exchanges is concerned, thecompany has complied in all material respects with the requirements of Corporate Governance specified in theListing Agreement with Bombay Stock Exchange Ltd. and National Stock Exchange of India Limited.

II. BOARD OF DIRECTORS:

(a) Composition of the Board:

The Board of Directors of Kewal Kiran Clothing Limited have an optimum combination of executive and nonexecutive directors. As on 31st March, 2010 the Board of Directors of the company comprises of the Chairmanand Managing Director, Mr. Kewalchand P. Jain, who is an executive director and one of the promoters of thecompany. Besides, there are three executive directors viz. Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr.Vikas P. Jain, who are also the promoters of the company. The Board comprises of four non–executiveindependent directors, which accounts for fifty percent of the strength of Board. The non executive independentdirectors are eminent professionals with wide range of knowledge and experience in various spheres ofbusiness and industry, finance and law. The composition of the Board and other relevant details relating toDirectors as on 31st March, 2010 are given below: –

Name of the Director Designation Category of **No. of **No. ofDirectorship other Committee

Directorship Chairmanship/Membership

Mr. Kewalchand P. Jain Chairman & Promoter & 7 1 Managing Director Executive

Mr. Hemant P. Jain Whole-time Promoter & 7 1Director Executive

Mr. Dinesh P. Jain Whole-time Promoter & 6 0Director Executive

Mr. Vikas P. Jain Whole-time Promoter & 5 0Director Executive

Mr. Popatlal F. Sundesha Director Independent 3 3 Non Executive

Mr. Mrudul D. Inamdar Director Independent 1 1Non Executive

Dr. Prakash A. Mody Director Independent 10 2 Non Executive

Mr. Nimish G. Pandya Director Independent 0 3 Non Executive

** Details of other directorships/committee memberships of all directors are given by way of a separateAnnexure. The committee chairmanship/membership of the Directors are restricted to the chairmanship/membership of Audit Committee, Shareholders/Investors Grievance committee and RemunerationCommittee.



(b) Number of Board Meetings held and attended by Directors

(i) The meetings of the Board of Directors are scheduled well in advance. The Board Members are presentedin advance with the detailed agenda in respect of all Board meetings. During the year under review 6meetings of the Board of Directors were held on the following dates: –

21st May, 2009, 25th July, 2009, 15th October, 2009, 2nd December, 2009, 23rd January, 2010 and 4th March,2010. The gap between two board meetings is less than four months.

(ii) The attendance record of each of the Directors at the Board Meetings during the year ended on 31st

March, 2010 and during the last Annual General Meeting is as under: –

Directors No. of Board Meetings Attended Attendance At The Last AGM

Mr. Kewalchand P. Jain 6 Present

Mr. Hemant P. Jain 6 Present

Mr. Dinesh P. Jain 5 Present

Mr. Vikas P. Jain 4 Present

Mr. Popatlal F. Sundesha 5 Present

Mr. Mrudul D. Inamdar 6 Present

Dr. Prakash A. Mody 3 Absent

Mr. Nimish G. Pandya 5 Present

(c) Code of Conduct

In line with the company’s objective of following the best Corporate Governance Standards the Board ofDirectors have laid down a Code of Conduct for all Board Members and Senior Management of the company.The Code is effective from 14th January, 2006.

(d) Details of shares held in the company as on 31st March, 2010

Name of the Directors Number of shares held

Mr. Kewalchand P. Jain* 7,01,411

Mr. Hemant P. Jain* 7,03,150

Mr. Dinesh P. Jain* 7,41,650

Mr. Vikas P. Jain* 7,33,086

Mr. Popatlal F. Sundesha** Nil

Mr. Mrudul D. Inamdar Nil

Dr. Prakash A. Mody 336

Mr. Nimish G. Pandya Nil

61,53,000 shares are held by Shantaben P. Jain j/w Kewalchand P. Jain j/w Hemant P. Jain as trustees of theP.K. Jain Family Holding Trust.

*Note:

Out of the aforesaid shares Mr. K.P. Jain holds 16,000 equity shares in his capacity of Karta of KewalchandP. Jain H.U.F and 74,161 shares j/w Veena K. Jain

Out of the aforesaid shares Mr. H.P. Jain holds 16,000 equity shares in his capacity of Karta of Hemant P.Jain H.U.F and 75,900 shares j/w Lata H. Jain

Out of the aforesaid shares Mr. D.P. Jain holds 16,000 equity shares in his capacity of Karta of Dinesh P. JainH.U.F and 98,400 shares j/w Sangeeta D. Jain

Out of the aforesaid shares Mr. V.P. Jain holds 16,000 equity shares in his capacity of Karta of Vikas P. JainH.U.F and 89,836 shares j/w Kesar V. Jain

**Note:

Fulchand Exports Private Limited is the holder of 20,000 Equity Shares. Further, Fulchand Finance Private



Limited is the holder of 16,000 Equity Shares. Mr. Popatlal Sundesha, Independant Non-Executive Director ofthe company is a director & shareholder of Fulchand Finance Private Limited. Relatives of Mr. PopatlalSundesha are directors and shareholders of Fulchand Exports Private Limited.

III. AUDIT COMMITTEE:

Constitution of Audit Committee

The Audit Committee was constituted on 14th November, 2005 in accordance with Clause 49 of the ListingAgreement, consisting of three Directors all being non–executive and independent. The Committee consists ofthe following non executive independent directors:

NAME OF THE DIRECTOR POSITION HELD

Mr. Mrudul D. Inamdar Chairman

Mr. Popatlal F. Sundesha Member

Mr. Nimish G. Pandya Member

Mr. Abhijit B. Warange, Company Secretary acts as the secretary of the Committee.

All the members of the Audit Committee are financially literate and Mr. M.D. Inamdar, Chairman of the AuditCommittee possesses financial/accounting expertise.

Meetings of Audit Committee

During the year ended 31st March, 2010, eight Audit Committee meetings were held on 21st May, 2009, 23rd June,2009, 25th July, 2009, 19th September, 2009, 15th October, 2009, 2nd December, 2009, 23rd January 2010 and 4th

March, 2010. The attendance of each Audit Committee member is given hereunder: –

Name of the Audit Committee Member No. of meetings held No. of meetings attended

Mr. Mrudul D. Inamdar 8 8

Mr. Popatlal F. Sundesha 8 5

Mr. Nimish G. Pandya 8 7

Attendees

The Audit Committee invites such of the executives and directors, as it considers appropriate to be present at itsmeetings. The Executive Directors, the Chief Financial Officer, the Statutory Auditors and the Internal Auditorsare the permanent invitees to the Audit Committee meetings.

The terms of reference of the Audit Committee includes:

Powers

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Roles

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensurethat the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removalof the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval,with particular reference to:



a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’sreport in terms of clause (2AA) of section 217 of the Companies Act, 1956;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internalcontrol systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency ofinternal audit.

8. Discussion with internal auditors any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non payment of declared dividends) and creditors.

12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

IV. REMUNERATION COMMITTEE:

Composition of Committee

The Remuneration Committee was constituted on 14th November, 2005. The Committee consists of the followingnon executive independent Directors:


Mr. Nimish G. Pandya Chairman

Mr. Popatlal F. Sundesha Member

Dr. Prakash A. Mody Member


The terms of reference of Remuneration Committee includes determining and reviewing the remuneration payableto managerial personnel and any revision thereof.

Meetings of Remuneration Committee: –

During the year ended 31st March, 2010, one Remuneration Committee meeting was held on 4th March, 2010. Theattendance of each Remuneration Committee member is given hereunder: –.

NAME OF REMUNERATION COMMITTEE MEMBER NO. OF MEETINGS HELD NO. OF MEETINGS ATTENDED

Mr. Nimish G. Pandya 1 1

Mr. Popatlal F. Sundesha 1 1

Dr. Prakash A. Mody 1 0



Details of sitting fees, remuneration etc., paid to Directors for the year ended 31th March, 2010.

Name of the Directors Sitting Fees Salary Perquisites Total

Mr. Kewalchand P. Jain Nil Rs. 24,00,000 Rs. 1,44,000 Rs. 25,44,000

Mr. Hemant P. Jain Nil Rs. 24,00,000 Rs. 1,44,000 Rs. 25,44,000

Mr. Dinesh P. Jain Nil Rs. 24,00,000 Rs. 1,44,000 Rs. 25,44,000

Mr. Vikas P. Jain Nil Rs. 24,00,000 Rs. 1,44,000 Rs. 25,44,000

Mr. Popatlal F. Sundesha Rs. 2,00,000 Nil Nil Rs. 2,00,000

Mr. Mrudul D. Inamdar Rs. 2,80,000 Nil Nil Rs. 2,80,000

Dr. Prakash A. Mody Rs. 60,000 Nil Nil Rs. 60,000

Mr. Nimish G. Pandya Rs. 2,40,000 Nil Nil Rs. 2,40,000

The aforesaid remuneration paid to the Wholetime Directors is excluding the provision for gratuity as separateactuarial valuation for the Wholetime Directors is not available.

Service contracts, notice period and severance fee

The appointment of the executive directors is governed by the Articles of Association of the company, the resolutionof the Board of Directors and the members.

There is no provision for severance fees.

Remuneration Policy of the company

Remuneration Policy for Executive Directors

The Board of Directors of the company presently comprises of four executive directors namely Mr. Kewalchand P.Jain, Chairman & Managing Director, Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain Directors.

The remuneration of the executive directors is governed by the Articles of Association of the company, the resolutionof the Board of Directors and the members. The remuneration paid to the executive directors has been approved bythe members in the extra ordinary general meeting held on 4th August, 2008. The details of the remuneration paid tothe executive directors have been detailed aforesaid. The remuneration payable to the executive directors fromApril, 2010 had been approved in the Board meeting held on 4th March, 2010 and is due for approval by the members.

Revisions, if any in the remuneration of the executive directors are deliberated by the Remuneration Committee ofthe Board. Based on the recommendation of the Remuneration Committee, the Board decides on the revisionsubject to the shareholders approval.

Remuneration Policy for Non Executive Directors

Non Executive Directors of a company’s Board of Directors can add substantial value to the company throughtheir contribution to the Management of the company. In addition, they can safeguard the interest of the investorsat large by playing an appropriate control role. Non executive directors bring in their long experience and expertiseand add substantial value to the deliberations of the Board and its Committee.

Apart from receiving sitting fees for attending the Board/Committee meetings the non executive directors have noother pecuniary relationship or transaction with the company. The sitting fees paid to the non executive directorsis within the statutory limits prescribed under the Companies Act, 1956 for payment of sitting fees without theapproval of the Central Government.

V SHAREHOLDERS AND INVESTORS GRIEVANCE COMMITTEE:

Composition of Committee:

The Shareholders and Investors Grievance Committee has been constituted to look into investors’ complaints/queries.

The Committee is headed by a non executive independent director and comprises of the following directors:


Mr. Nimish G. Pandya Chairman

Mr. Kewalchand P. Jain Member

Mr. Hemant P. Jain Member




The terms of reference of Shareholders and Investors Grievance Committee are to specifically look into theredressal of shareholders and investors complaints like transfer of shares, non receipt of balance sheet, nonreceipt of dividends, etc.

Status report of Investors complaints for the year ended 31st March, 2010

No. of complaints received - 2

No. of complaints resolved - 2

No. of complaints pending - NIL

Name and Designation of the compliance officer:

Mr. Abhijit B. Warange – Company Secretary & General Manager - Compliance.

V. GENERAL BODY MEETINGS:

Location, time and date where the three immediately preceding Annual General Meetings of the company wereheld are given below:

Financial Year Day & Date Time Venue

2006-07 Tuesday, August 7, 2007 3.00 p.m M. C. Ghia Hall, Bhogilal HargovindasBuiding, 2nd floor, 18/20, KaikhushruDubash Marg (Behind Prince of WalesMuseum), Mumbai – 400 001

2007-08 Monday, August 4, 2008 3.00 p.m M. C. Ghia Hall, Bhogilal HargovindasBuiding, 2nd floor, 18/20, KaikhushruDubash Marg (Behind Prince of WalesMuseum), Mumbai – 400 001

2008-09 Monday, August 3, 2009 3.00 p.m M. C. Ghia Hall, Bhogilal HargovindasBuiding, 2nd floor, 18/20, KaikhushruDubash Marg (Behind Prince of WalesMuseum), Mumbai – 400 001

Special Resolutions passed in previous three Annual General Meetings:-

16th Annual General Meeting: At this meeting there was no special resolution passed by the member of thecompany.

17th Annual General Meeting: At this meeting one Special Resolution was proposed, seconded and passed withmore than three-fourths majority on show of hands. This special resolution was with regard to extending the timeof the proceeds of the Initial Public Offer (IPO) and reallocation of balance unutilized amount allocated for K-Lounge stores as well as reallocation of balance unutilized amount allocated for acquiring property, cost offurniture,electrical fittings/lightings/air conditioning for security system or for display equipments or for other assetsand signages for K-Lounge/EBO retail stores.

18th Annual General Meeting: At this meeting one Special Resolution was proposed, seconded and passed withmore than three-fourths majority on show of hands. This special resolution was with regard to appointment of Mr.Pankaj Jain, a relative of Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain,Directors of the company to hold an office of profit under the company as Manager not being a Manager within themeaning of Section 2(24) read with Section 385 of the Companies Act 1956.

Special Resolutions whether passed by postal ballot:

No special resolution was passed by postal ballot in the last Annual General Meeting and also no resolutionrequiring approval of shareholders by way of postal ballot is proposed to be passed in the ensuing Annual GeneralMeeting.



VI. DISCLOSURES:

(i) Disclosure regarding materially significant related party transaction: -

The Register of Contracts containing the transactions in which Directors are interested is placed before theBoard regularly for its approval. There are no materially significant related party transactions which havepotential conflict with the interest of the company at large. Transactions with related parties are disclosedseparately in note no. 14 of part B of Schedule 21 to the financial statements.

(ii) No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any otherStatutory Authority on any matter related to capital market during the last three years.

(iii) The Board hereby confirms that no personnel have been denied access to the audit committee.

(iv) The company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.Except for the composition of the Remuneration committee of the Board of Directors, the company has notadopted any other non mandatory requirements of Clause 49 of the Listing Agreement.

(v) The company paid Rs. 15,000/- to M/s. Bansi S. Mehta and Co. to represent the company in an income taxmatter before the income tax appellate tribunal. Mr. Mrudul Inamdar, Non Executive Independent Director is apartner in Bansi S. Mehta and Co.

(vi) Disclosure of relationship between Directors inter-se:

Mr. Kewalchand P. Jain, Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain are brothers.

VII. MEANS OF COMMUNICATION:

The results of the company for the financial year ended 31st March, 2010 are published in Business Standard,DNA, Economic Times and Lokmat. The results of the company are normally published in Business Standard,DNA, Economic Times and Lokmat. The financial results and other information are displayed on the company’swebsite viz. www.kewalkiran.com. The company also displays official news releases on its website for theinformation of its shareholders/investors. Even presentations made to institutional investors have been displayedon the website of the company.

The company does not have the system of intimating shareholders individually of its quarterly results. However,investors/shareholders desirous of getting the quarterly unaudited results are given copies thereof after considerationof results by the Board and publication in newspapers. In the year under review the company has send financialsnap shot of its half yearly results to its shareholders in line with its continued thrust for better corporate governance.The company would make sincere attempt to continue this trend in the years ahead.

The Management Discussion and Analysis Report forms a part of the Annual Report.

The Chairman and Managing Director and Chief Financial Officer have certified to the Board with regard to thefinancial statements and other matters as required by Clause 49 of the Listing Agreement. The certificate iscontained in the Annual Report.

VIII.GENERAL SHAREHOLDERS’ INFORMATION:

a) Annual General Meeting:

Date & Time : 5th August, 2010, 4.30 p.m. August 3, 2009 at 3.00 pm.

Venue : C. K. Naidu Hall, The Cricket Club of India Ltd., Brabourne Stadium,Dinshaw Vachha Road, Mumbai - 400 020

b) Financial Year : 1st April to 31st March

c) Dates of Book Closure:

23rd July, 2010 to 5th August 2010 (both days inclusive)

d) Dividend Payment Date:

Dividend when sanctioned by shareholders will be made payable on or after 11th August 2010.



e) Listing on Stock Exchanges:

The equity Shares of the company got listed on 13th April, 2006 and continue to be listed at the following StockExchanges: –

Bombay Stock Exchange Ltd., Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai: 400 001.

National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai: 400 051.

Note:

Listing fees for the financial year 2010–11 has been paid to both the stock exchanges i.e Bombay StockExchange Ltd. and National Stock Exchange of India Ltd.

f) Stock Code/Symbol:

Bombay Stock Exchange Ltd., Mumbai : 532732

The National Stock Exchange of India Ltd. : KKCL

ISIN No. : INE401H01017

g) Market Price Data:

The monthly high & low quotations of the company’s shares traded on the Bombay Stock Exchange Limitedand the National Stock Exchange of India Limited during the financial year 2009-2010 are as under:

Months BSE NSE

High Low High Low (Rs. per Share) (Rs. per Share) (Rs. per Share) (Rs. per Share)

April 2009 144.45 96.00 143.20 90.50

May 2009 149.90 91.50 150.00 92.55

June 2009 166.00 125.20 165.00 126.00

July 2009 183.00 130.65 184.00 128.00

August 2009 194.70 153.00 194.90 154.00

September 2009 209.40 176.95 209.45 178.00

October 2009 259.00 157.80 259.70 185.00

November 2009 242.40 207.00 244.00 207.00

December 2009 273.50 230.00 278.95 232.20

January 2010 283.00 224.00 310.00 223.00

February 2010 285.85 226.10 285.70 224.00

March 2010 265.00 231.45 264.50 236.45

h) Performance in comparison to broad based indices:



i) Registrar & Share Transfer Agents:

Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compounds,L.B.S. Marg, Bhandup (West),Mumbai-400078

Tel: +91 22 2594 6970-77Fax: +91 22 2596 2691Email: [email protected]: www.linkintime.co.in

j) Share Transfer System:

Shares held in the dematerialised form are electronically traded in the Depositories and the Registrar andShare Transfer Agents of the company, viz. Link Intime India Private Limited periodically receive from theDepository the beneficial holdings data, so as to enable them to update their records and to send all corporatecommunications, dividend warrants etc. Physical shares received for dematerialisation are processed andcompleted within a period of 15 days from the date of receipt provided they are in order in every respect. Baddeliveries are immediately returned to Depository participants under advice to the shareholders within theaforesaid period.

Transfers in Physical forms are registered by the registrar and transfer agents immediately on receipt of thecompleted documents and certificates are issued with in one month of the date of lodgment of transfer. Invalidshare transfer are returned within fifteen days of receipt.

k) Distribution Pattern of shareholding as on 31st March, 2010:

No of equity shares Shareholders Amount

Number % to total In Rs. % to total

1–5000 4801 94.19 23,87,310 1.94

5001–10000 103 2.02 7,85,040 0.64

10001–20000 63 1.24 9,47,900 0.77

20001–30000 26 0.51 6,28,880 0.51

30001–40000 5 0.098 1,73,580 0.14

40001–50000 18 0.35 8,60,820 0.70

50001–100000 25 0.49 19,14,210 1.55

100001 & above 56 1.098 11,55,52,630 93.75

Total 5097 100.00 12,32,50,370 100.00

Shareholding Pattern as on 31st March, 2010

Category No. of Shares % to total

Indian Promoters 9,128,297 74.06

Mutual Funds 185,453 1.50

FII’s 1,312,625 10.65

NRI 16,759 0.13

Bodies Corporate 388,810 3.15

Non Nationalised Bank 450 0.00

Independent Director 336 0.00

Clearing Members 18,739 0.15

Public 1,273,568 10.33

Total 12,325,037 100.00



As per Regulation 3 of SEBI Takeover Code, 1992 as amended upto date, group companies include KornerstoneRetail Limited, Kewal Kiran Retail India Pvt. Ltd., Kewal Kiran Realtors and Infrastructures Pvt. Ltd., WhiteKnitwears Pvt. Ltd., Kewal Kiran Finance Pvt. Ltd., Kewal Kiran Media and Communication Ltd. and KalpvrikshRealtors and Infrastructures Pvt. Ltd. as also the firm viz. Kewal Kiran Enterprises.

Shareholding pattern graph as on 31st March, 2010

l) Dematerialisation of Equity Shares:

The shares of the company are compulsorily traded in dematerialised form and are available for trading underboth the Depository Systems –NSDL (National Securities Depository Limited) and CDSL (Central DepositoryServices (India) Limited ). Nearly 28.48 % of total equity shares of the company are held in dematerialisedform with NSDL & CDSL as on 31st March, 2010.

Liquidity

Kewal Kiran Clothing Limited Shares are actively traded on Bombay Stock Exchange Ltd. and National StockExchange of India Ltd.

m) Outstanding GDRS/ADRS/Warrants or any Convertible Instruments conversion date and likely impacton equity:

The company has not issued any GDRS/ADRS/Warrants or any convertible instruments.

n) Plant Locations:

Vapi

Plot No. 787/1, 40, shedIInd Phase, G.I.D.CVapi: 396 195Gujarat

Daman

697/3/5/5A, Near Maharani Estate,Somnath Road, DhabelDaman: 396 210

Mumbai

Synthofine Estate,Opp Virwani Industrail EstateGoregaon (East),Mumbai: 400 063

Public10.5%

Indian Promoters

74.06%

Indian Promoters

Mutual Funds

Bodies Corporate

FII’s & NRI

Public

Mutual Funds1.50%

FII’s & NRI10.79%

Bodies Corporate3.15%



71-73, Kasturchand Mill EstateBhawani Shankar Road,Dadar (West),Mumbai; 400 028

o) Address for Investor Correspondence:

Shareholding related queries

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compounds,L.B.S. Marg, Bhandup (West),Mumbai-400078

Tel: +91 22 2594 6970-77Fax: +91 22 2596 2691Email: [email protected]: www.linkintime.co.in

General correspondence

Kewal Kiran Estate,Behind Tirupati Udyog,460/7, I.B. Patel Raod,Goregaon (East), Mumbai: 400 063

Tel: +91 22 26814400Fax: +91 22 26814410Email: [email protected]: www.kewalkiran.com

An exclusive id, [email protected] for redressal of investor complaints has been createdand the same is available on company’s website www.kewalkiran.com



ANNEXURE TO CORPORATE GOVERNANCE

DETAILS OF OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS OF ALL DIRECTORS

[1] BODIES CORPORATE OF WHICH MR. KEWALCHAND P. JAIN IS A CHAIRMAN/ DIRECTOR


Kornerstone Retail Ltd. Chairman

Kewal Kiran Realtors and Infrastructures Pvt. Ltd. ChairmanKewal Kiran Retail India Pvt. Ltd. ChairmanKewal Kiran Finance Pvt. Ltd ChairmanKewal Kiran Media and Communication Ltd. ChairmanWhite Knitwears Pvt. Ltd. DirectorKalpvriksh Realtors and Infrastructures Pvt. Ltd Director

COMMITTEE MEMBERSHIPS


Kewal Kiran Clothing Ltd. Shareholders and Investors Grievance Committee Member

[2] BODIES CORPORATE OF WHICH MR. HEMANT P. JAIN IS A CHAIRMAN/ DIRECTOR


Kornerstone Retail Ltd. Director

Kewal Kiran Realtors and Infrastructures Pvt. Ltd. Director

Kewal Kiran Retail India Pvt. Ltd. Director

Kewal Kiran Finance Pvt. Ltd Director

White Knitwears Pvt. Ltd. Director

Kewal Kiran Media and Communication Ltd. Director

Kalpvriksh Realtors and Infrastructures Pvt. Ltd Director



Kewal Kiran Clothing Ltd. Shareholders and Investors Grievance Committee Member

[3] BODIES CORPORATE OF WHICH MR. DINESH P. JAIN IS A CHAIRMAN/ DIRECTOR







Synthofine Chemicals of India Ltd. Director

[4] BODIES CORPORATE OF WHICH MR. VIKAS P. JAIN IS A CHAIRMAN / DIRECTOR









[5] BODIES CORPORATE OF WHICH MR. POPATLAL F. SUNDESHA IS A CHAIRMAN/ DIRECTOR


Fulchand Finance Pvt. Ltd. Chairman

Apaksh Broadband Ltd. Director

Aksh Opti Fibre Ltd. Director





Aksh Opti Fibre Ltd. Audit Committee Member

[6] BODIES CORPORATE OF WHICH MR. MRUDUL D. INAMDAR IS A CHAIRMAN/ DIRECTOR


Kanbans Consultancy Services Pvt. Ltd. Director



Kewal Kiran Clothing Ltd. Audit Committee Chairman

[7] BODIES CORPORATE OF WHICH DR. PRAKASH A. MODY IS A CHAIRMAN/ DIRECTOR


Unichem Laboratories Ltd. Chairman

Viramrut Trading Pvt. Ltd. Director

A.V.M. Capital Services Pvt. Ltd. Director

PM Capital Services Pvt. Ltd. Director

Pranit Trading Pvt. Ltd. Director

Chevy Capital Services Pvt. Ltd. Director

Niche Generics Ltd. U.K Director

Unichem Farmaceutica Do Brazil Ltda. Director

Unichem SA (Pty) Ltd. (South Africa) Director

Unichem Pharmaceuticals (USA) Inc Director




Unichem Laboratories Ltd. Shareholders Grievance Committee Member

[8] BODIES CORPORATE OF WHICH MR. NIMISH G. PANDYA IS A CHAIRMAN/ DIRECTOR


Nil Nil



Kewal Kiran Clothing Ltd. Remuneration Committee Chairman

Kewal Kiran Clothing Ltd. Shareholders and Investors Grievance Committee Chairman




MANAGEMENT DISCUSSION AND ANALYSIS FY 2009-10

Highlights

� Growth in sales of 21.00%

� Growth in EBITDA margin from 14.45% to 26.51%

� Growth in EBITDA of 122.03% to Rs.46.67 crores

� Growth in Profit After Tax of 128.06% to Rs. 32.52 crores

� Cash surplus of Rs. 116.69 crores at year end

Industry structure and developments

The impact of the global crisis resulted in a dip in the GDP growth rate to 6.7% from near 9% in the past few years. Thefinancial stimulus package announced by the Government reduced the intensity of the slowdown and supported a fasterthan expected recovery in the economy. Most sectors witnessed resumption of growth during the year mainly driven bystrong traction in the manufacturing sector. However, agriculture still plays a vital role in the Indian economy and adeficient monsoon stunted the overall growth which along with inflationary conditions can be a potential area of concern.

Consumer sentiments improved significantly during the year as consumers in Asia Pacific and specifically in Indiawere amongst the first to cut back on discretionary spending during the period of crisis. The retail sector whichwitnessed challenging headwinds and resulted in some companies facing bankruptcy due to high leverage, has stageda strong recovery with enhanced consumer spending amid reducing uncertainty.

The key lessons from the experience of the past few years have reinforced the philosophy of your company to targetsustainable and profitable growth without compromising on financial prudence and have held your company on firmground even in a challenging environment.

The Apparel industry in India is the second largest category in overall retail and has been the largest category inorganised retail. The organized retail market is evolving and it is imperative to develop business models that cansustainably capture the growth.

Tier I cities have represented the highest demand, however one growing trend is the emergence of suburbs andsatellite townships which are now moving towards becoming significant centres of demand in their own right. Alsowhile urban markets have a big middle class engaged in varied industries, the populace of Tier II cities is moredependent on agriculture. This necessitates a focused approach by your company to tap into each segment.

Notwithstanding the challenges for success in this sector, the size and growth of this industry provides strongopportunities that your company is well positioned to leverage based on its strength of strong brands, formidabledistribution network and robust financial position.

Brands

Your company with its bouquet of focused brands has a strong connect with the fashion conscious consumer.

Brand-wise break up of Sales:

Killer – The flagship brand of your company continues to grow and recorded a growth in sales of 22% and accountedfor 52% of the total sales. This is a premium brand catering to the 16 to 30 years youth segment with main focus ondenim wear jeans.

Sales (Rs Crs)FY 2010

Integriti 41.03

Killer, 91.72

Lawman Pg3, 38.28

Easies, 4.25


Integriti 32.44

Killer, 75.29

Lawman Pg3, 30.79

Easies, 5.94



Integriti – This is the youngest brand from your company and was the fastest growing brand in FY2010 with salesgrowth of 27% and accounted for 23% of the sales moving just ahead of Lawman Pg3. “Integriti” includes casual andformal shirts, T-shirts, jeans and cotton trousers and provides the consumer with a unique value for money propositionof quality product at competitive price.

Lawman Pg3 – The Clubwear brand recorded sales growth of 25% and represents 22% of the total sales. Fashion isthe key driver of this brand and it caters to the 18 to 28 years segment with cutting edge fashionwear including jeans,shirts, trousers, jackets and accessories.

Easies – This brand continues your company’s connect with its consumers by targeting young executives with semiformal range of menswear in the 25 to 40 years age group.

K - Lounge – is a trendsetting concept pioneered by your company aimed at providing its customers with a fashiondestination where the customer can experience all the four brands. Apart from the K-Lounge stores your Companyhas also set up Exclusive Brand Outlets (EBO) under its existing brands Killer, Lawman Pg3 and Integriti. As on 31st

March 2010 your company has 90 K - Lounge stores, 19 Killer EBO’s, 16 Integriti EBO’s, 5 Lawman Pg3 EBO’s and9 Factory Outlets spread across the country which contribute to 27% of the total sales.

Apart from the K-Lounge stores, the brands reach out to their customers through multi brand outlets (58% of sales)and Large Format Stores (8% of sales). Your company has enhanced its presence in the Large Format Stores withsales increasing by 84% through this channel. Exports accounted for 4.00% of total sales.

Format-wise break up of Sales:

Geographical mix of Sales

The diversified brand mix and channel mix has also helped in improving its geographical mix with a more evenlyspread out of sales across the key regions thereby reducing risk.

2009-10

2008-09

0% 20% 40% 60% 80% 100%

NORTH

WEST

SOUTH

EAST

EXPORT

15% 32% 25% 25% 3%

14% 34% 26% 22% 4%


Exports, 5.51

K-Lounge, 40.79

Factory outlet, 6.57

Large formatStores, 7.54

Multi-BrandOutlets, 84.05

Exports, 6.19

K-Lounge, 47.49

Factory outlet, 5.71

Large formatStores, 13.86

Multi-BrandOutlets, 102.48




Product-wise break up of Sales:

Your company continued its core focus on denim wear but has also added other products to diversify the sales mix.Jeans has the largest product share followed by Shirts and both categories showed robust growth.

Innovations and Initiatives:

Your company’s products continue to be the industry benchmark for its cutting edge fashion in terms of quality,design, styling and innovation. In the fiercely competitive branded apparel market innovation is the key to survival andgrowth. Your company continues its thrust on product and design innovation. During the period under review yourcompany introduced the Y-Fi stitch for the Lawman Pg3 brand denims. Y-Fi stitch is the first of its kind stitchingtechnique which gives the product long lasting durability and has a high fashion appeal. Your company has patentedthis stitching technique under the Patent Act.

Your company participated in the prestigious Lakme Fashion Week Summer/Resort 2010 to showcase the springsummer collection in association with Mr. Narendra Kumar Ahmed; one of the India’s leading fashion designers. TheSpring Summer collection received excellent reviews from the fashion fraternity.

Retail Stores

During the year ended 31st March 2010 your company opened a total of 36 stores including 17 K-Lounge stores, 8Killer Exclusive Brand Outlets (EBO), 7 Integriti EBO, 3 Lawman Pg3 EBO and 1Factory Outlet. During the year yourcompany closed/relocated 20 stores due to location disadvantage. As on 31st March 2010 your company had 139operational retail stores across the country.

Your Company is engaged in the business of manufacturing and marketing of Apparels & Lifestyle Accessories. Yourcompany is also generating power from Wind Turbine Generator. The power generated from the same is predominantlyused for captive consumption. However, the operation of Wind Turbine Segment is within the threshold limit stipulatedunder AS – 17 “Segment Reporting” and hence it does not require disclosure as a separate reportable segment.

Opportunities and Threats

The branded apparel industry offers a sizeable opportunity with the youth segment constituting the key growth driverbased on a young working population, urban household growth, proliferation of nuclear families, high disposableincome and increased brand consciousness.

Your company sees a considerable business potential in the lifestyle accessories business and has launched underits existing four brands Killer, Integriti, Lawman Pg3 and Easies various lifestyle accessories viz. socks, sunglasses,handkerchief, belts, shoes, sandals, inner wears, ties to name a few. Your company would soon be launching deodorants,perfumes, track suits, swim wear, watches, scarf’s etc. Your company would retail its lifestyle accessories under thebrand - ADDICTION. In its thrust for innovation your company has designed a unique display stand for displaying itsaccessories and has registered the design of the display stand under the Design Act.

The entry of multinational brands, while increasing competition, will also help drive fashion industry growth as consumersget increasingly aware and brand conscious. Many of these brands are in the premium category and the emergenceof higher price points at retail destinations will create opportunity for brands with value proposition i.e. Fashion withQuality at reasonable prices. Your company with its strong brands straddling each key segment is well positioned togain from this trend.

Others, 3.1

Trousers, 30.2

Jeans, 96.8

T-Shirts, 7.6


Shirts, 37.4

Sales (Rs Crs)FY 2009 T-Shirts, 7.3

Others, 5.8

Shirts, 27.4

Trousers, 26.90

Jeans, 77.3



Risks and concerns

The biggest risk in recent times has been the impact of macro events on consumer sentiments. Fashion wear is adiscretionary expenditure and in times of financial crisis the impact on the consumer confidence has a protractedimpact on discretionary spending. India has witnessed a strong recovery but with rising volatility in global markets, therisk of financial contagion can potentially undermine the consumer sentiment which has revived.

Increasing competition can result in pricing pressure as other players offer discounts and extend sale periods to driverevenue growth. Your company has a bouquet of brands which cater to classes as well as masses.

The branded apparel industry needs continuous product innovation to track fashion trends and changes in consumerpreferences. The ability to create products in line with changing trends at affordable price points is critical to maintainthe brand pull and connect with the consumer. With shifts in consumer taste your company may be left with unsoldinventory or mark down in value of stocks. Your company has an integrated business model that encompassesdesign, manufacturing and sourcing, distribution and logistics and retailing. Your company has an in-house team ofdesigners that track national and international trends to create innovative fashionable products that customers wouldrelate to. Your company has state of the art manufacturing facilities that ensure quality and timely deliveries.

Internal control systems and their adequacy

Sound internal control systems are a pre-requisite for building and enhancing shareholder value in the long run. Yourcompany has a sound system of internal controls commensurate with the size of your company and the nature of itsbusiness to ensure that all assets are safe guarded and protected against loss from unauthorized use or dispositionand that transactions are authorized and recorded correctly and adequately. Your company’s internal control aresupplemented by internal audits, review by management and documented policies, guidelines and procedures. Theinternal control is designed to ensure that financial and other records are reliable for preparing financial informationand for maintaining accountability of assets.

The key constituents of the internal control system are:

� Establishment and review of business plans

� Identification of key risks and opportunities

� Clear and well defined organizational structure and limits of financial authority

� Continuous identification of area requiring strengthening of internal controls

� Operating procedures to ensure effectiveness of business process

� Systems of monitoring compliance with statutory regulations

� Well defined principles and procedures for evaluation of new business proposals capital expenditure

� A robust management information system

� A robust internal audit and review system

Your company has appointed independent firm as Internal Auditors to monitor the Internal Control systems and itsimplementation.

The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of internal controlssystems and suggests improvement for strengthening them. Your company has a strong Management InformationSystem which is an integral part of the control mechanism.

Environment and safety

Your company is committed to the need for environmentally clean and safe operations. Your company’s policy requiresthe conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory andindustrial requirements for environment protection and conservation and sustainable use of natural resources.

Human Resources

The performance of KKCL is driven by a highly motivated and professional team of employees. KKCL is focused onattracting, retaining and grooming the best talent available. Despite challenging conditions in the beginning of thefinancial year, your company continued to invest in building up competence in the organization through employee



training and development and compensation structure that rewards performance. Your company has also taken stepsto further strengthen the employee morale by enhancing internal communication mechanism and aligning the employeeswith your company’s strategic vision and initiatives to promote business excellence.

Your company continued to maintain excellent industrial relations with all its employees at manufacturing facilities.Adequate safety and welfare measures are in place and we will continue to improve the same on ongoing basis.

As on 31st March 2010, your company had 1767 employees.

Outlook

The strong recovery which began last year is showing signs of consolidation with consumer sentiment and confidencein India being the highest amongst other nations. Your company is focused on continuous innovation to meet theevolving requirements of customers and remain cautiously optimistic about growth prospects. Your company willcontinue with its long term strategic vision of profitable expansion by capitalizing on the opportunities arising from thecurrent environment and delivering a compelling fashion experience at affordable prices.

Cautionary statement

This discussion contains certain forward-looking statements within the meaning of applicable securities laws. Readersare cautioned not to place undue reliance on these forward looking statements, which reflects management’s analysisdescribing our objectives and expectations based on certain information and assumptions. Our operations are dependenton various internal and external factors within and outside the control of the management.

We assume no responsibility in respect of forward looking statements herein which may undergo changes in future onthe basis of subsequent developments, information or events. Actual results may differ from those expressed orimplied herein.

AUDITORS’ CERTIFICATE

To,The Members ofKewal Kiran Clothing Limited

1. We have examined the compliance of conditions of corporate governance by Kewal Kiran Clothing Limited (‘thecompany), for the year ended on 31st March, 2010, as stipulated in Clause 49 of the Listing Agreement of thecompany with stock exchanges.

2. The compliance of conditions of corporate governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the company for ensuring the compliance ofthe conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the company.

3. In our opinion and to the best of our information and according to the explanations given to us and representationsmade by the management, we certify that the Company has complied with the conditions of Corporate Governance,as stipulated in the abovementioned clause of the Listing Agreement, to the extent applicable.

4. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For N.A. Shah Associates For Jain & TrivediChartered Accountants, Chartered Accountants,Firms Registration No. 116560W Firms Registration No. 113496W

Sandeep Shah Satish C. TrivediPartner PartnerMembership No.: 100-37381 Membership No.: 100-38317

Place: Mumbai Place: MumbaiDate: 13th May, 2010 Date: 13th May, 2010



CHAIRMAN AND MANAGING DIRECTOR’S AND CHIEF FINANCIAL

OFFICER’S CERTIFICATION

We, Kewalchand P. Jain, Chairman and Managing Director and S.L. Kothari, Chief Financial Officer of KewalKiran Clothing Ltd. certify:

a) That we have reviewed financial statements and the cash flow statement for the year and that to the best

of our knowledge and belief;

i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

ii) these statements together present a true and fair view of the company’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.

b) That there are, to the best of our knowledge and belief, no transactions entered into by the company

during the year which are fraudulent, illegal or violative of the company’s code of conduct;

c) That we accept responsibility for establishing and maintaining internal controls for financial reporting and

that we have evaluated the effectiveness of internal control systems of the company pertaining to financial

reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or

operation of such internal controls, if any, of which we are aware and the steps we have taken or propose

to take to rectify these deficiencies; and

d) That we have indicated to the auditors and audit committee;

i) Significant changes in internal control over financial reporting during the year;

ii) Significant changes in accounting policies during the year and that the same have been disclosed in

the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of

the management or an employee having a significant role in the company’s internal control system

over financial reporting.

KEWALCHAND P. JAIN S. L. KOTHARI

CHAIRMAN & MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

Place: Mumbai

Date: 13th May 2010



AUDITORS’ REPORT

To,The Members ofKewal Kiran Clothing Limited

1. We have audited the attached Balance Sheet of Kewal Kiran Clothing Limited (the company) as at 31st March,2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date (referredtogether as financial statements) annexed thereto. These financial statements are the responsibility of theCompany’s management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order 2003 as amended by the Companies (Auditor’s Report)(Amendment) order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books;

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreementwith the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statements dealt with by thisreport comply with the Accounting Standards referred to in the Companies (Accounting Standards) Rules,2006, issued by the Central Government, read together with sub-section (3C) of Section 211 of the CompaniesAct, 1956;

e. On the basis of the written representation received from the directors, and taken on record by the Board ofDirectors, as on 31st March, 2010, we report that none of the directors is disqualified as on 31st March, 2010from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts read together with Significant Accounting Policies and notes to accounts as given in Schedule 21,the information required by the Companies Act, 1956, in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For N.A. Shah Associates For Jain & TrivediChartered Accountants, Chartered Accountants,Firm’s Registration No.: 116560W Firm’s Registration No.: 113496W





ANNEXURE TO THE AUDITORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2010

(Referred to in paragraph 3 of our report of even date)

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situationof its fixed assets.

(b) The company has formulated a phased programme for physical verification of its fixed assets by which fixedassets are verified over a period of 3 years. In accordance with the programme, furniture & fixtures and officeequipments are verified during the year and subsequent to year end. No material discrepancies were noticedon such verification. In our opinion, the frequency of physical verification is reasonable having regard to thesize of the Company and the nature of its assets.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concernassumption.

(ii) In respect of its inventories;

(a) The inventories have been physically verified by the management during the year at reasonable intervals. Incase of inventories lying with the third parties confirmations are obtained on regular basis. In our opinion, thefrequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventory followed by the management are reasonable and adequate in relation to the size ofthe company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintainedproper records of inventories. No material discrepancies were noticed on verification between the physicalstocks and the book records.

(iii) In respect of loans taken / granted:

(a) As informed the Company has not taken / granted any loan from / to companies, firms and other parties listedin the register maintained under section 301 of the Companies Act, 1956.

(b) Since there are no loans given or availed, clauses (iii) {(b) to (g)} of the Order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company and nature of its business for the purchase of inventoryand fixed assets and for the sale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in such internal control system.

(v) In respect of register maintained under section 301 of the Companies Act, 1956:

(a) Based on the information and explanations given to us, the transactions pertaining to contracts andarrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956have been so entered.

(b) According to information and explanation given to us, the transactions made in pursuance of such contractsor arrangements entered in the register maintained under section 301 of the Companies Act, 1956 andaggregating during the year to Rs. 500,000/- or more in respect of a party were made at prices which arereasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits as referred to in section 58 and 58AA of the Companies Act 1956.Hence clause (vi) of the Order is not applicable. We are informed that no order relating to the Company has beenpassed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court orany other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointedby the Company have been commensurate with the size of the Company and nature of its business.

(viii)We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by theCentral Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956,and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained inrespect of generation of electricity from wind power.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the books ofaccount, the Company has been generally regular in depositing undisputed statutory dues including Investor



Education and Protection Fund, Income-tax, Sales-tax, Service Tax, Wealth Tax, Custom Duty, Cess andany other statutory dues (as applicable to the Company) during the year with the appropriate authoritiesexcept few minor delays in payment of Income Tax Deducted at Source, Sales Tax and Labour Welfare Fund.

(b) According to the information and explanation given to us, there are no undisputed statutory dues outstandingfor a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, there is no disputed Sales-tax, Wealth Tax, ServiceTax and any other statutory dues (as applicable to the Company) as on 31st March, 2010. The details ofdisputed Income-tax, which have not been deposited as on 31st March, 2010 are given as follows:

Name of Nature Amount Period to Forum where disputethe Statute of Dues (In Rs.) which it relates is pending

Income Tax Tax including 11,412,986 Assessment year Income Tax AppellateAct 1961 interest liability 2005-06 Tribunal

Tax including 912,260 Assessment year Income Tax Appellateinterest liability 2006-07 Tribunal

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cashlosses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and the information and explanations given by the management, we are of theopinion that the Company has not defaulted in repayment of dues to bank during the year.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, provisions of clause (xiii) of theOrder relating to compliance with the provisions of special statue relevant to chit fund / nidhi / mutual benefitsociety are not applicable to the company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of investments in MutualFunds / Shares and Securities and timely entry has been made therein. All the Investments made by the companyare in the name of the Company.

(xv) The Company has given guarantee to Bankers in respect of loans taken by others and based on the informationand explanation given to us we are of the opinion that the terms and conditions thereof are not prima facieprejudicial to the interest of the company.

(xvi) There are no term loans availed during the year except the opening term loan liability which is fully repaid duringthe year. The term loans were availed and used in earlier years for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on the basis of an overall examination of theFinancial Statements, the funds raised on short-term basis have not been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to parties, firms and companies covered in theregister maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures and accordingly no comments in terms of para (xix) are required.

(xx) We have verified the end use of money raised by public issue in the earlier year and the same is disclosed innotes to the financial statements (Note B -5 of Schedule 21).

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraudon or by the company has been noticed or reported during the year.

For N.A. Shah Associates For Jain & TrivediChartered Accountants, Chartered Accountants,Firm’s Registration No.: 116560W Firm’s Registration No.: 113496W





BALANCE SHEET AS AT 31ST MARCH, 2010

PARTICULARS SCH. AS AT 31ST MARCH, 2010 AS AT 31ST MARCH, 2009

NO. AMOUNT(RS.) AMOUNT(RS.)

SOURCES OF FUNDS

SHAREHOLDER’S FUNDS

Share Capital 1 123,250,370 123,250,370

Reserves and surplus 2 1,628,645,883 1,389,713,050

1,751,896,253 1,512,963,420

LOAN FUNDS

Secured loans 3 158,008,052 235,866,413

TOTAL 1,909,904,305 1,748,829,833

APPLICATION OF FUNDS

FIXED ASSETS 4

Gross block 613,292,856 613,421,868

Less : Depreciation/Amortization 212,999,370 164,336,981

Net block 400,293,486 449,084,887

Capital work-in-progress 26,729,309 6,437,492

427,022,795 455,522,379

INVESTMENTS 5 329,039,252 308,229,303

DEFERRED TAX ASSETS (NET) 16,563,138 14,437,054(Refer Note B - 17 to Schedule 21)

CURRENT ASSETS, LOANS AND ADVANCES

Inventories 6 217,847,160 162,614,025

Sundry debtors 7 241,335,248 200,209,150

Cash and bank balances 8 801,835,891 652,501,360

Other Current Assets 9 32,011,775 28,149,592

Loans and advances 10 142,457,388 137,530,985

1,435,487,462 1,181,005,112LESS: CURRENT LIABILITIES AND PROVISIONS 11

Current Liabilities 185,828,563 153,065,844

Provisions 112,379,779 57,298,171

298,208,342 210,364,015NET CURRENT ASSETS 1,137,279,120 970,641,097

TOTAL 1,909,904,305 1,748,829,833

Significant accounting policies and 21notes to accounts

The Schedules referred to above and notes form integral part of balance sheet.

As per our report of even dateFor and on behalf of For and on behalf of For and on behalf of the BoardN. A. Shah Associates Jain & TrivediChartered Accountants Chartered AccountantsFirm Registration No.: 11650W Firm Registration No.: 113496W

Sandeep Shah Satish C. Trivedi Kewalchand P. Jain Hemant P. Jain Abhijit B. WarangePartner Partner Chairman & Wholetime Director Company Secretary(Membership No.: 100- 37381) (Membership No.: 100-38317) Managing Director

Place: Mumbai Place: MumbaiDate: 13th May, 2010 21May 11, 2008 Date: 13th May, 2010



PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS SCH. For the Year ended For the year endedNO. 31ST March, 2010 31ST March, 2009

AMOUNT (Rs.) AMOUNT (Rs.)

INCOMESales Income 12 1,752,776,680 1,445,834,477

Other Income 13 110,290,151 83,580,491

1,863,066,831 1,529,414,968EXPENDITURE

(Increase)/ Decrease in Stocks 14 (32,413,617) 112,432,686

Cost of Material consumed 15 673,273,024 519,790,586

Purchase of Trading Material 8,550,790 16,251,241

Personnel Cost 16 208,184,202 181,150,912

Manufacturing and Operating Expenses 17 117,304,453 66,047,202

Administrative and Other Expenses 18 98,413,585 102,342,240

Selling and Distribution Expenses 19 220,523,180 246,695,892

Finance Expenses 20 23,290,153 27,088,815

Depreciation/ Amortization 4 58,445,407 50,410,084

1,375,571,178 1,322,209,659

Net Profit Before Tax 487,495,653 207,205,309

Provisions for Taxation

Current Tax [including Rs. 80,000 (P.Y. Rs. 80,000) for Wealth Tax] 164,000,000 61,580,000

Deferred Tax (2,126,084) 75,139

Fringe Benefit Tax – 2,300,000

Short provision for taxes of earlier years 456,475 673,141

Net Profit for the Year 325,165,262 142,577,029

Balance brought forward 480,278,361 395,218,066

Appropriations:

Proposed Dividend 73,950,222 36,975,111

Tax on Proposed Dividend 12,282,207 6,283,920

Transfer to General Reserves 32,516,526 14,257,703

Balance carried to balance sheet 686,694,668 480,278,361

Earnings Per Share - Basic & Diluted (Face Value of Rs. 10 each) 26.38 11.57

(Refer Note B - 16 to Schedule 21)

Significant accounting policies and notes to accounts 21

The Schedules referred to above and notes form integral part of profit and loss account.






STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS 2009-10 2008-09


A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before taxes as per Profit and Loss Account 487,495,653 207,205,309Adjustments for:Depreciation/ Amortization 58,445,407 50,410,084Loss on Sale of Assets / Asset discarded (Net) 13,666,428 1,019,379Provision for assets 550,000(Gain)/Loss on Redemption of units of Mutual Fund (11,650,515) (2,852,352)Sundry balance written back ,Net (10,652) –Finance Charges 16,336,034 22,790,995Dividend Income on Mutual fund (10,802,036) (7,184,902)Provision\(Reversal of provision) for doubtful debts,advances and deposits (3,271,000) 5,676,000Provision for Contingent rent (580,278) 986,948Provision for Contingencies (725,000) 1,000,000Provision \(Reversal of Provision) forDiminution in value of Investment (733,500) 1,455,311Provision for Share of Loss in Joint Venture 4,300,000 –Provision\(Reversal of Provision) ofExchange Rate Fluctuation (Net) (8,833,925) 28,598,334Rent Income (1,359,602) (579,646)Interest earned (70,806,242) (64,457,492)

(15,474,880) 36,862,659

Operating Profit before Working Capital Changes 472,020,773 244,067,968

Adjustments for:Trade and other Receivables (25,191,242) 99,319,267Inventories (53,733,135) 118,157,019Trade payables and other liabilities 46,898,307 (14,266,428)

(32,026,070) 203,209,858

Net Cash Inflow from Operating Activities 439,994,703 447,277,826

Less: Direct Taxes paid (137,921,001) (30,747,957)

Net Cash Inflow from Operating Activities 302,073,702 416,529,869

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (55,431,627) (137,153,036)Sale of Fixed Assets 5,516,341 2,442,226Investments in Joint Venture (4,150,000) (12,350,000)Investment in Fixed Deposit with NBFC’s (20,000,000) (20,000,000)Purchase of Investments in mutual funds and shares (20,000,331) (107,527,000)Redemption of Investments in mutual funds 107,527,000 40,512,477Gain on Redemption of Mutual Funds 11,650,515 2,852,352Less :Tax Paid 463,032 11,187,483 275,645 2,576,707Dividend Received 10,802,036 7,184,902Interest received on fixed Deposit with Bank/NBFC’s 67,320,382 72,144,567Less :Tax Paid 24,067,042 43,253,340 21,909,102 50,235,465Rent Income 1,274,824 334,439Less :Tax Paid 453,155 821,669 197,022 137,417Net Cash Inflow/(Outflow) from Investing Activities 79,525,910 (173,940,842)



C. CASH FLOW FROM FINANCING ACTIVITIES

Secured Loans repaid (132,942,098) (16,198,213)

Realized Exchange Loss on payment of foreign currency Loan (19,065,603) (659,723)

Secured Loans - Bank Overdraft (Net) 82,845,040 (49,347,915)

Interest paid (16,325,271) (23,616,213)

Payment of Dividend (Including Dividend Tax) (43,243,667) (28,858,207)

Net Cash (Outflow) from Financing Activities (128,731,601) (118,680,271)

Net Increase in Cash & Cash Equivalents 252,868,011 123,908,757

CASH AND CASH EQUIVALENTS - OPENING 823,363,484 699,377,424

Effect of exchange(gain)/loss on cash and cash equivalents 80,362 (77,304)

CASH AND CASH EQUIVALENTS - CLOSING 1,076,151,134 823,363,485

Notes:

1. The Cash flow statement is prepared under ‘Indirect Method’ as set out in Accounting Standard - 3 (Revised) onCash Flow Statements issued by the Institute of Chartered Accountants of India.

2. The Aggregate Tax paid during the year is Rs. 162,904,230 ( P.Y. Rs. 53,129,725).

3. Investment in Mutual Fund under Fixed Maturity Plan are not treated as Cash and Cash Equivalent.

4. Cash and Cash Equivalent as at the end of 31st March, 2010 include Bank Deposits of Rs. 757,038,485 (P.Y. Rs.636,021,845) with a maturity period exceeding three months and which are readily convertible into known amountsof cash.

5. Component of Cash and Cash Equivalent includes as at :

31ST March, 2010 31ST March, 2009(Rs.) (Rs.)

Cash 1,701,982 918,269

With Banks in Current Account 20,358,932 15,340,117

Cash and Bank balance at the end of year 22,060,914 16,258,386

Add: Fixed Deposit earmarked 45,029,694 3,133,609

Fixed Deposit with banks (Unutilized IPO funds to be used for specific purposes) – 355,915,040

Fixed Deposit (Others) 734,508,791 276,973,196

Unclaimed dividend/ Share Application Money 236,493 221,129

Investment in Liquid Fund 274,315,242 170,862,125

Cash and Cash Equivalent at the end of year 1,076,151,134 823,363,485

7. Previous year’s figures have been regrouped/ rearranged wherever considered necessary.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS2009-10 2008-09







SCHEDULES ‘1’ TO ‘21’ ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AND THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARSAs at 31ST March, 2010 As at 31ST March, 2009


SCHEDULE - 1 : SHARE CAPITAL

Authorized capital 200,000,000 200,000,000

20,000,000 (P.Y 20,000,000) Equity shares of Rs.10 each

Issued and subscribed & Paid up :

12,325,037 (P.Y. 12,325,037) Equity shares of Rs.10 each, fully paid up

(of the above 3,000,000 (P.Y. 3,000,000) shares are allotted as fully paid up 123,250,370 123,250,370

by way of bonus shares by Capitalisation of Profits)

123,250,370 123,250,370

SCHEDULE - 2 : RESERVES AND SURPLUS

Securities Premium Account 842,676,986 842,676,986

(As per last Balance Sheet)

General Reserve

Opening Balance 66,757,703 52,500,000

Add: Transfer from Profit & Loss account 32,516,526 14,257,703

99,274,229 66,757,703

Profit and Loss account 686,694,668 480,278,361

1,628,645,883 1,389,713,050

SCHEDULE - 3 : SECURED LOANS

(Refer Note B - 4 to Schedule 21)

1) Term Loan from Bank – 33,309,504

(Amount due within a year Rs.Nil ( P.Y. Rs. 13,783,243))

2) Foreign Currency Demand Loan – 127,689,650

(Amount due within a year Rs.Nil (P.Y. Rs. 127,689,650))

3) Working Capital Loans from Banks 158,008,052 74,867,259

(Amount due within a year Rs. 100,000,000 (P.Y. Rs. Nil)

(Interest accrued and due included in above Rs. Nil (P.Y. Rs. 158,219))

158,008,052 235,866,413



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PARTICULARSAs at 31st March, 2010 As at 31st March, 2009


SCHEDULE - 5 : INVESTMENTSLONG TERM INVESTMENTSa) Trade Investments

(Refer Note No. 6 of Schedule B -21)Investment in Joint Venture “White Knitwear Private Limited”In Equity shares, Fully paid (unquoted) 3,300,000 3,300,000(330,000 (P.Y. 330,000) Shares of face value Rs. 10 each, fully paid up)In Preference shares, Fully paid (unquoted) 31,250,000 27,100,0009% Cumulative Redeemable Preference Shares(3,125,000 (P.Y. 2,710,000) Shares of face value Rs. 10 each, fully paid up)

b) Other than Trade InvestmentsIn Equity shares, Fully paid (Quoted)Reliance Power Limited 1,269,000 1,269,000(4,512 ( P.Y. 4,512) Shares of face value Rs. 10 each, including 1,692 (P.Y. 1,692 shares) Bonus shares received)Mahindra & Mahindra Financial Services Limited 330 –(1 (P.Y. Nil) Share of face value Rs. 10 each)Less: Provision for Diminution in value of Investment 594,456 806,520

35,224,874 30,862,480CURRENT INVESTMENTSa) Other than Trade Investments

Mutual Fund (Un-Quoted) Fully paidi) Liquid & Debt Fund

a) Face Value of Rs 10/- eachBirla Sunlife Income Plus - Quarterly Dividend -Reinvestment – 10,377,478[Units: Nil (P.Y. 880,364.56 )]Birla Sunlife Dynamic Bond Fund-Monthly Dividend 20,054,708 –[Units: 1,924,850.11 (P.Y. Nil )]Birla Sunlife Savings Fund-Institutional Growth 41,676,804 –[Units: 2,384,706.74 (P.Y. Nil )]Canara Robeco Short Term Fund-Monthly Dividend 10,418,170 –[Units: 1,021,965.81 (P.Y. Nil )]DWS Short Maturity Fund - Institutional Weekly Dividend Plan – 10,084,949[Units: Nil (P.Y. 1,007,054.84 )]DWS Ultra Short Term Fund - Institutional Growth – 15,138,602[Units: Nil (P.Y.1,468,597.98 )]HDFC Floating Rate Income Fund-Short Term Plan-Daily Dividend 5,379,487 –[Units: 533,631.62 (P.Y. Nil )]ICICI Pru Short Term Plan - Dividend Fortnightly – 21,167,331[Units: Nil (P.Y. 1,761,337.55 )]ICICI Pru Inst Income Plan - Dividend Quarterly 10,501,400 10,098,889[Units: 851,113.29 (P.Y. 817,213.53 )]IDFC Liquid Plus Fund-Treasury Plan-Institutional Plan B- Daily Dividend – 20,411,576[Units: Nil (P.Y. 2,026,908.41 )]IDFC-SSIF Short Term- Plan B - Fortnightly Dividend – 11,232,325[Units: Nil (P.Y. 1,089,632.80 )]JP Morgan India Liquid Plus Fund Growth Plan 10,667,787 10,238,286[Units: 889,286.05 (P.Y. 897,292.46 )]Kotak Bond Short Term - Monthly Dividend – 21,322,424







[Units: Nil (P.Y. 2,116,984.93 )]Kotak Flexi Debt Scheme-Institutional Daily Dividend 5,108,629 –[Units: 508,447.81 (P.Y. Nil )]Kotak Floater Long Term-Institutional Daily Dividend 2,821,191 –[Units: 279,885.57 (P.Y. Nil )]LIC MF Income Plus Fund-Growth 10,344,924 –[Units: 837,083.09 (P.Y. Nil )]LIC MF Savings Plus Fund-Growth 55,628,072 –[Units: 3,801,939.12 (P.Y. Nil )]Reliance Regular Savings Fund-Growth 20,000,000 –[Units: 1,578,108.48 (P.Y. Nil )]Reliance Short Term Fund – 10,041,830[Units: Nil (P.Y. 941,939.04 )]Sundaram BNP Ultra Short Term Fund-Daily Dividend 10,275,273 –[Units: 1,023,739.44 (P.Y. Nil )]Tata Floater Fund Growth – 20,637,247[Units: Nil (P.Y. 1,579,050.86 )]Tata Short Term Bond Fund-Fortnightly Dividend – 10,111,186[Units: Nil (P.Y. 835,357.73 )]Templeton India Income Opp Fund-Growth 20,000,000 –[Units: 1,943,710.15 (P.Y. Nil )]

Total (a) 222,876,445 170,862,123(b) Face Value of Rs 1,000/- each

Reliance Money Manager Fund-Growth 31,351,455 –[Units: 24,993.15 (P.Y. Nil )]Templeton India Short Term Income Retail-Monthly Dividend 20,087,342 –[Units: 17,933.81 (P.Y. Nil )]

Total (b) 51,438,797 –Total (a+b) 274,315,242 170,862,123

Less: Provision for Diminution in value of Investment 500,864 1,022,300273,814,378 169,839,823

ii) Fixed Maturity Plan (FMP’s) (Face Value of Rs 10/- each)Birla Sun Life FTP-Series BI-Institutional Growth – 40,000,000[Units: Nil (P.Y. 40,00,000 )]HSBC Fixed Term Series 63-Institutional Growth – 47,527,000[Units: Nil (P.Y. 4,752,699.99 )]ICICI Pru FMP Series 51-13 Month Plan C 20,000,000[Units: 2,000,000 (P.Y. Nil )]Kotak FMP 12M Series 9 Institutional Growth – 20,000,000[Units: Nil (P.Y. 2,000,000 )]

20,000,000 107,527,000Total Investments 329,039,252 308,229,303

Aggregate Cost (Net of Provisions )- Quoted 674,874 462,480- Unquoted Shares 34,550,000 30,400,000- Unquoted Mutual Fund 293,814,378 277,366,823Aggregate Market / Net asset Value- Quoted 674,917 462,480- Unquoted Mutual Fund 294,315,241 282,563,150







SCHEDULE - 6 : INVENTORIES

(As taken, valued and certified by the management)Finished goods [Includes Stock in transit of Rs. 162,300 ( P.Y. Rs. 969,956 )] 103,220,946 88,800,336Work-in-Process 63,067,829 45,074,822Raw material 41,777,298 21,136,041Packing material & accessories 7,769,049 6,133,318Stores, chemicals and consumables 2,012,038 1,469,508

217,847,160 162,614,025

SCHEDULE - 7 : SUNDRY DEBTORSa) Debtors (Secured)

i) Over Six Months 270,829 –ii) Others 8,932,127 8,543,427

b) Debtors (Unsecured)i) Over Six Months

a) Considered Good 4,658,000 1,208,705

b) Doubtful 2,764,446 7,400,000ii) Other Debts

a) Considered Good 227,474,292 190,457,018

b) Doubtful 1,785,554 -

245,885,248 207,609,150

Less : Provision for Doubtful Debts 4,550,000 7,400,000

241,335,248 200,209,150

SCHEDULE - 8 : CASH & BANK BALANCESCash on hand 1,701,982 918,269

Bank balances with scheduled banks :-

In Current accounts 15,546,751 12,065,080

In EEFC account [USD 106,606] (P.Y.63,965) 4,812,181 3,275,037

In Public Issue Escrow Accounts 111,325 111,325

In Unclaimed Dividend Account 125,168 109,804

In Fixed Deposits 779,538,484 636,021,845

[Out of the above, Fixed Deposits under lien aggregate to Rs. 45,029,694(P.Y. Rs.3,133,609) and includes fixed deposit of Rs.42,500,000 offeredas security against third party borrowing.] 801,835,891 652,501,360

SCHEDULE - 9: OTHER CURRENT ASSETS

Interest Accrued but not due on Fixed Deposits with Banks & NBFC’s 31,334,822 27,848,962Duty Drawback Receivable 676,953 300,630

32,011,775 28,149,592







SCHEDULE - 10 : LOANS AND ADVANCES(Unsecured, considered good except otherwise stated)Loans given to employees 2,369,398 1,952,986Loans given to others – 50,000Deposits 81,788,474 98,908,418[(Net of Provision of Rs. 1,425,000 (P.Y. Rs. 3,46,000)](Also Refer Note B - 7 to Schedule 21)Fixed Deposits with NBFC’s 40,000,000 20,000,000Advances recoverable in cash or in kind or for value to be received 14,070,474 11,801,105Advance for Capital Expenditure 3,746,217 2,733,402Advance Tax / Tax deducted at source (Net of Provision) 440,078 2,085,073Advance FBT (Net of Provision) 42,747 –

142,457,388 137,530,985

SCHEDULE - 11 : CURRENT LIABILITIES & PROVISIONS

(A) Current Liabilities :Sundry Creditors fora) Capital Expenditure 1,889,377 7,179,604b) Materials & Services 53,602,792 48,643,740c) Expenses 79,341,278 61,455,759Other Laibilities 25,548,564 22,762,336Security Deposit 8,695,112 5,911,192Advance from Customers 16,514,947 6,892,084Unclaimed Share Application Money to be refunded 111,325 111,325Unclaimed Dividend 125,168 109,804

185,828,563 153,065,844Note :(1) Refer Note No. 9 of Schedule B -21 for Amount due to Micro,

Small and Medium Enterprises.(2 )There are no amounts due & outstanding to be credited to Investor

Education & Protection Fund as at March 31, 2010.

(B) Provisions for :Fringe Benefit Tax (Net of Advance Tax) – 50,003Proposed Dividend 73,950,222 36,975,111Tax on Proposed Dividend 12,282,207 6,283,920Employee benefits 4,558,667 5,466,529Share of Loss in Joint Venture 4,300,000 –Others 15,213,683 5,722,608Contingencies 2,075,000 2,800,000

112,379,780 57,298,171TOTAL (A + B) 298,208,343 210,364,015





PARTICULARSFor the Year Ended For the Year Ended

31st March 2010 31st March 2009AMOUNT (Rs.) AMOUNT (Rs.)

SCHEDULE - 12 : SALES INCOMESales of Apparel and Accessories 1,752,146,641 1,445,400,666Sale of Power 630,039 433,811

1,752,776,680 1,445,834,477

SCHEDULE - 13 : OTHER INCOMEa. Other Operational Income

Service Income 410,698 447,135

Export Incentives 4,803,259 4,693,505Miscellaneous Income 1,197,992 3,365,459

[(Tax Deducted at Source - Rs. Nil (P.Y. Rs .2,039)]Rent Income 1,359,602 579,646

[(Tax Deducted at Source - Rs. 166,227 (P.Y. Rs. 124,156 )]

7,771,551 9,085,745b. Other Income

Interest on Fixed Deposits with Banks & NBFC’s 70,806,242 64,457,492[(Tax Deducted at Source - Rs. 9,086,230 (P.Y. Rs. 13,148,009)]

Income from other than Trade Investments:

Dividend Income 10,802,036 7,184,902Gain on redemption on Mutual Fund (Net) 11,650,515 2,852,352

Reversal of Provision For Diminution in Value of Investment 733,500 –Exchange Rate Fluctuation (Net) 8,526,307 –

102,518,600 74,494,746

Total Other Income (a+b) 110,290,151 83,580,491

SCHEDULE - 14 : (INCREASE) / DECREASE IN STOCK

Opening stockWork - in- Process 45,074,822 75,109,866

Finished goods (includes Stock in Transit) 88,800,336 171,197,978

133,875,158 246,307,844Closing Stock

Work - in- Process 63,067,829 45,074,822

Finished goods (includes Stock in Transit) 103,220,946 88,800,336166,288,775 133,875,158

(Increase)/Decrease in Stock (32,413,617) 112,432,686







SCHEDULE - 15 : COST OF MATERIALa. Raw Material Consumed:

Opening stock 21,136,041 27,450,053

Add: Purchases 455,943,163 292,083,373477,079,204 319,533,426

Less: Closing stock 41,777,298 21,136,041

435,301,906 298,397,385b. Semi-Finished Goods 98,897,574 114,147,311

c. Packing Material, Accessories and others 104,162,352 78,408,692d. Stores, Chemicals and Consumables 34,911,192 28,837,198

673,273,024 519,790,586

SCHEDULE - 16 : PERSONNEL COSTSalary, Wages and Allowances 182,372,583 158,727,810

(Refer Note B - 10 to Schedule 21)Contribution to Provident and other Funds 14,654,877 12,341,766

Bonus and Ex-gratia 6,068,806 5,778,891Gratuity 2,249,055 1,706,599

Leave Salary 2,838,881 2,595,846

208,184,202 181,150,912

SCHEDULE - 17 : MANUFACTURING ANDOPERATING EXPENSESEmbroidery expenses 9,784,544 4,963,169

Electricity expenses (Net of credit received for Power 7,438,634 7,325,295 generation fromWindmill of Rs. 5,360,033 (P.Y. Rs. 3,098,380))

Factory Rent 2,346,264 2,299,114

General factory expenses 2,827,672 2,315,053Processing charges 71,444,199 26,496,877

Fuel expenses 15,397,965 14,131,033

Water Charges 3,376,408 2,556,320Waste Disposal Charges 1,689,841 1,125,169

Repairs to Machinery 2,998,926 4,835,172117,304,453 66,047,202







SCHEDULE - 18 : ADMINISTRATIVE & OTHER EXPENSESRent, Rates and Taxes 5,465,422 6,182,977Communication expenses 5,625,009 7,135,851Insurance Premium 2,612,388 1,919,587Legal and Professional fees 13,104,541 9,799,179Consultancy Fees 6,754,556 4,782,467Printing and Stationery 2,648,396 2,726,058Donations 2,493,967 476,721Vehicle expenses 2,941,607 2,444,833Auditors Remuneration(Refer Note B - 11 to Schedule 21) 1,988,178 1,469,302Conveyance & Travelling 4,043,909 3,860,699Electricity Expenses 4,530,892 4,064,532Staff Welfare 5,572,472 4,667,455Repairs to Building 828,176 721,581Repairs & Maintenance (others) 6,324,018 6,487,496Directors Sitting Fees 820,000 620,000General office expenses 13,940,824 11,584,275Exchange Rate Fluctuation (Net) – 26,710,041Bad Debts Rs. 2,864,638 572,405Less :Provision for Doubtful debts made: Rs. (2,864,638) – –Provision for Doubtful debts 14,638 4,900,000Wind Turbine expenses 738,164 197,402Loss on Sale of Assets (Net) / Asset discard 13,666,428 1,019,379Provision for share of loss in Joint Venture 4,300,000 –

98,413,585 102,342,240SCHEDULE - 19 : SELLING & DISTRIBUTION EXPENSESCommission on Sales 3,849,485 2,338,005Discount and rebates on Sales 47,530,348 74,478,442Octroi, clearing and forwarding charges on Sales 10,266,062 10,348,462Tour and Travelling expenses 12,538,727 12,462,167Advertisement and Publicity expenses (Net of recoveries) 89,750,242 80,557,133Sales Promotion expenses (Net of recoveries) 4,984,646 9,936,701Owned / Leased & Managed Retail outlet Expenses 51,603,670 56,574,982

220,523,180 246,695,892

SCHEDULE - 20 : FINANCE EXPENSESBank charges 1,181,716 1,968,564Finance charges 5,772,403 2,407,274Interest on Working Capital Loan 13,428,336 18,090,115Interest on Term Loan 2,907,698 4,622,862

23,290,153 27,088,815



SCHEDULE 21 - SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS FOR THE YEAR ENDED31ST MARCH, 2010

A. Significant Accounting Policies:

1. Basis of Accounting:

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (“GAAP”)under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards asspecified in the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 andguidelines issued by the Securities and Exchange Board of India. Accounting policies have been consistentlyapplied except where a newly issued accounting standard is initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use.

2. Use of estimates:

The presentation of financial statements in conformity with the generally accepted accounting principles requiresestimates and assumptions to be made that may affect the reported amount of assets and liabilities and disclosuresrelating to the contingent liabilities as at the date of the financial statements and the reported amount of revenuesand expenses during the reporting period. Actual results could differ from those estimates.

3. Fixed Assets & Capital Work-in-Progress:

Fixed assets are stated at cost less depreciation or amortization and impairment, if any. The cost of fixed assetsincludes interest on borrowings attributable to acquisition of fixed assets, if any, up to the date of commissioningof the assets and other incidental expenses incurred up to that date.

Capital work-in-progress is carried at cost comprising direct cost, borrowing cost (if applicable) and related incidentalexpenses.

4. Depreciation/Amortization:

a) Depreciation is provided on written down value method at the rates prescribed under Schedule XIV of theCompanies Act, 1956 for all assets except those given below and such rates not being lower than the ratesprescribed by the said Schedule XIV. Assets costing Rs. 5,000 or less are fully depreciated in the year ofpurchase.

b) Assets lying at retail stores are depreciated over a period of five years on straight-line basis.

c) Software is amortized over a period of three years on straight-line basis.

d) Leasehold Lands are amortized over the period of lease.

5. Impairment:

Impairment loss is recognized whenever the carrying amount of the asset is in excess of its recoverable amountand the same is recognized as an expense in the statement of profit and loss and the carrying amount of the assetis reduced to its recoverable amount. The recoverable amount is the greater of the assets net selling price andvalue in use. In assessing value in use, the estimated future cash flows are discounted to their present value atthe weighted average cost of capital.

6. Investments:

Long-term investments are stated at cost less diminution (other than temporary) in value. Current investments arestated at cost or fair value (net asset value in case of units of mutual fund); whichever is lower, computed categorywise for related investments.

Investment transactions are accounted for on a trade date basis. In determining the holding cost of investmentsand the gain or loss on sale of investments, the ‘Weighted Average’ method is followed.

7. Inventories:

a) Raw material, packing material, accessories, stores and consumables are valued at lower of cost or netrealizable value.

b) Work-in-process, finished goods and traded goods are valued at lower of cost or estimated net realizable value.



c) Cost is ascertained on specific identification method and includes appropriate production overheads incase of work-in-process and finished goods.

8. Foreign Currency Transactions:

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Foreigncurrency monetary assets and liabilities are translated at the exchange rate prevailing as on the balance sheetdate and the resulting exchange differences are recognized in the profit and loss account. Non Monetary itemsare carried at historical cost using exchange rate on the date of transactions

The Central Government, vide notification dated 31st March 2009 has amended Accounting Standard (AS) –11 ‘The Effects of changes in Foreign Exchange Rates’ notified under the Companies (Accounting Standard)Rules, 2006. The company has decided to continue the existing accounting policy to charge off all exchangedifference to the profit and loss account. Accordingly, the company has not amended its accounting policy toadopt the alternate treatment / option as per the above notification.

9. Revenue Recognition:

a) Sales are recognized when significant risks and rewards of ownership of the goods have passed to thebuyer that coincides with delivery and are recorded net of trade discount, rebates and taxes. Sales do notinclude inter-divisional transfers.

b) Service charges are recognized after rendering of services.

c) Export incentives under the Duty Drawback Scheme are recognized on accrual basis in the year of export.

d) Power generation income is recognized on the basis of electrical units generated in excess of captiveconsumption and recognized at prescribed rate as per agreement of sale of electricity by the company.

e) Interest income is recognized on accrual basis and Dividend income is accounted for when the right toreceive payment is established.

10. Employees’ Benefits:

Employees’ benefits are dealt with in the following manner:

a) Provident Fund is defined contribution plan and charged to Profit and Loss Account on accrual basis withcorresponding contribution to recognized funds.

b) Gratuity is defined benefit plan and payment for present liability of future payment of gratuity is made to anapproved gratuity fund, which fully covers the said liability under Cash Accumulation Policy of Life InsuranceCorporation of India (LIC). The additional liability arising out of the difference between the actuarial valuationand the fund balance with the LIC, if any, is accrued at the year-end.

c) The leave entitlements defined benefits to employees are either short term or long term benefit dependingon the eligibility of the employees. Long term leave liabilities are funded with LIC and accounted as peractuarial valuation determined at the year end and short term leave liability is determined arithmetically andcharged to Profit & Loss Account on accrual basis.

11. Taxes on Income:

Tax expenses for the year comprises of current tax, deferred tax, wealth tax and adjustments of taxes forprevious years. Current tax provision has been determined based on reliefs and deductions available under theIncome Tax Act, 1961. Deferred tax resulting from timing differences between taxable and accounting incomeis accounted for using the tax rate and laws enacted or substantively enacted as on the balance sheet date.The Deferred tax asset is recognized and carried forward only to the extent that there is reasonable certaintythat the asset will be realized in future. Provision for Fringe benefit tax if applicable is made in accordance withChapter XII- H of the Income Tax Act, 1961.

12. Provisions and Contingent Liabilities:

Provisions are recognized when the company has a legal and constructive obligation as a result of a past event,for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount ofthe obligation. The provisions are reviewed and adjusted to reflect the current best estimate.




Contingent liability is disclosed when there is (a) possible obligation or (b) a present obligation, which is notrecognised since it is not probable to that outflow of resources, would be required to settle the obligation.

13. Operating Lease:

Lease arrangements where risks and rewards incidental to ownership of an asset substantially vests with thelessor are classified as operating lease.

Rental income and expense on assets given or obtained under operating lease arrangements are recognized ona straight-line basis over the term of relevant lease.

14. Earnings Per Share (EPS):

Basic earnings per share are calculated by dividing the net profit (after tax) for the year attributable to the equityshareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profits (after tax) for the year attributable to theequity shareholders and the weighted average number of shares outstanding during the year are adjusted for theeffect of all dilutive potential equity shares.

B. Notes to Accounts:

1. Contingent Liabilities:

a. Disputed demands in respect of income tax not acknowledged as debt – Rs. 12,325,246 (P.Y. Rs. 3,034,459).Figures exclude show cause notice, if any issued by the income tax department not considered in nature ofdemand.

b. Disputed demands in respect of Custom Duty against Advance License not acknowledged as debt - Rs. Nil(P.Y. Rs. 1,320,720)

c. The company has purchased capital assets under EPCG license against which the company has an exportobligation of Rs. 24,815,075 (P.Y. Rs. 25,211,933). Contingent liability, to the extent of duty saved in respectof EPCG is Rs. 3,151,492 (P.Y. Rs. 3,151,492). Balance Export obligation to be fulfilled as per license up tothe year 2015 / 2016. Further, in respect of the above outstanding bonds at the year end executed by theCompany in favour of customs authority aggregating Rs. 26,003,573 (P.Y. Rs. 26,003,573) for which exportobligation is pending / fulfilled but under the process of discharge from custom authorities.

d. Bank guarantees of Rs. 3,144,159 (P.Y. Rs. 3,941,109).

e. Letter of Credit of Rs. 5,722,649 (P.Y. Rs. Nil) discounted with Banks.

f. Guarantee (in the nature of First Loss Deficiency) to Bankers Rs. 25,846,592 (P.Y Rs. 12,914,720) againstwhich Fixed Deposits of Rs. 42,500,000 are given as security for the current year and secured by pari-passufirst charge on Stocks and Receivables for previous year.

Note: Future cash outflows in respect of (a) above is dependent on outcome of matter under dispute.

2. The company has fulfilled its export obligation with regards to certain EPCG License. However, the dischargefrom Custom authorities/DGFT is under process. The export obligation fulfilled against these licenses aggregatesto Rs. 18,601,084 (P.Y Rs. 18,601,084).

3. Estimated amount of contracts remaining to be executed on Capital Account and not provided for - Rs.6,001,300(net of advances) (P.Y. Rs. 25,671,603)

4. Secured Loans:

a. Term Loan was secured by first charge on specified immovable properties situated at Goregaon, Mumbai.

b. Foreign Currency Demand Loan was secured by pari-passu first charge on all movable properties (presentand future) including stocks, Book debts, movable plant and machinery etc.

c. Working Capital Loans from banks are secured by pari-passu first charge on Stocks and receivables.





5. Details of IPO Proceeds Utilization:

IPO proceeds have been fully utilized upto March 31, 2010 as per revised approved objects of the issue as givenbelow:

Particulars 31-03-2010 31-03-2009(Rs.) (Rs.)

Proceeds received from IPO 806,009,620 806,009,620

Utilized as under:

Corporate Office 43,424,814 43,424,814

Setting up Retail Stores (K-Lounge/ Exclusive Brand Outlets) 208,064,537 197,343,937

Setting up Manufacturing Unit 164,003,858 131,240,433

Upgrading and Augmentation of Plant and Machinery 423,771 -

Repayment of Working Capital Demand Loan 14,013,512 -

Repayment of Term Loan 21,823,468 -

Payment to Creditors 276,170,264 -

General Corporate Purpose* 5,535,396 5,535,396

Share Issue Expenses 72,550,000 72,550,000

Total Utilization 806,009,620 450,094,580

Balance in Fixed Deposit with Banks - 355,915,040

*Note: Excess amount spent for issue expenses have been adjusted from general corporate purpose.

In the Annual General Meeting held on 4th August 2008, the members had accorded their consent for extensionof time to attain the object of proceeds of the Initial Public Offer stated in the prospectus by a further period of twoyears from 31st March 2008 to 31st March 2010. Further, in the Extraordinary General Meeting (EGM) held on30th December 2009, the members of the Company unanimously accorded their consent for reallocation of balanceunutilized funds i.e. Rs. 3,334 Lakhs (as on the date of notice convening the said EGM) in part or full for the useof any of the following objects: (a) setting up exclusive retail outlets; (b) setting up of new manufacturing units; (c)upgrading and augmentation of plant and machinery; (d) repayment of working capital demand loan/ cash creditlimits; (e) repayment of term loan; (f) payment to creditors and (g) general corporate purposes.

6. Investment in Joint Venture:

The company has invested aggregate Rs. 34,550,000 (P.Y. Rs. 30,400,000) in Joint Venture “White KnitwearPrivate Limited” (WKPL). WKPL had acquired land in Surat SEZ for setting up the manufacturing unit for knitwearapparels for export market. WKPL has not commenced its in-house commercial production. In view of the globaleconomic situation, WKPL has decided to explore alternatives to utilize its assets. No provision for diminution inthe value of investment is considered necessary in view of the value of underlying assets base of joint venture ,however the company as a matter of abundant precaution made a provision of Rs. 4,300,000 (P.Y Rs. Nil) beingCompany’s share of loss in the WKPL (Joint Venture).

7. Deposits grouped under Loans and Advances includes earnest money deposits of Rs. 3,485,398 (P.Y. Rs.8,407,081) in respect of premises to be taken on lease and in respect of which there have been delays in handingover of possession by lessors. The company is taking necessary legal /persuasive action for recovery of thedeposits. However, by way of abundant precaution, the management has provided a sum of Rs. 1,425,000 (P.Y.Rs. 346,000) towards possible non-recovery of deposits given.




8. Aggregate Expenses:

The aggregate amounts incurred on certain specific expenses are:

Particulars 31-03-2010 31-03-2009 (Rs.) (Rs.)

Rent Including Common Area Maintenance Charges 43,671,529 51,117,960

Electricity Expenses 20,622,596 22,593,302

Communication Expenses 4,340,275 4,712,950

Repair & Maintenance (Building) 10,499,441 7,992,340

Repair & Maintenance (Machinery) 3,620,736 4,895,072

Insurance Premium 2,624,868 1,953,215

Rates & Taxes 3,899,836 4,123,389

9. Disclosure U/s 22 of Micro, Small and Medium Enterprises Development Act, 2006:


a. Principle amount remaining unpaid to suppliers 4,038,396 7,311,640

b. Amount of Interest paid u/s 16 2,055 -

c. Amount of Interest due and remaining unpaid - 2,055

d. Amount of Interest accrued and remaining unpaid - 2,055

The Company has compiled this information based on the current information in its possession. As at 31st March,2010, few suppliers/service providers have intimated the company about their status as micro or small enterprisesor their registration with the appropriate authority under the Micro, Small and Medium Enterprises DevelopmentAct, 2006.

10. Managerial Remuneration to Directors:


Salary and Allowances 9,600,000 9,600,000

Provident Fund 576,000 576,000

Perquisite 158,000 -

Total 10,334,000 10,176,000

Note:

a. Managerial remuneration is paid as per the provisions of Section I of Part II of Schedule XIII to the CompaniesAct, 1956.

b. The computation of profits under Section 349 of the Companies Act, 1956 has not been given as no commissionis payable to the Directors.

c. The directors are covered under the company’s scheme of gratuity along with the other employees of thecompany. The proportionate amount of gratuity is not included in the aforementioned disclosure, as theamount attributable to directors is not separately ascertainable.

11. Auditors Remuneration:


As Auditors (includes service tax of Rs. 98,880 (P.Y. Rs.98,880)) 1,058,880 1,058,880

For Taxation matters (includes service tax of Rs. 17,510 (P.Y. Rs.17,510)) 187,510 187,510

For Others matters (includes service tax of Rs. 40,788 (P.Y. Rs. 11,412)) 741,788 222,912

Total 1,988,178 1,469,302




12. Employee Benefits:

a) Disclosure in respect of gratuity liability

The following table set out the status of the gratuity plan as required under AS 15.

Reconciliation on Change in Benefit Obligation : 31-03-2010 31-03-2009 (Rs.) (Rs.)

Liability at the beginning of the year 7,715,465 6,365,143

Interest Cost 617,237 507,408

Current Service Cost 2,025,242 2,041,462

Benefit Paid (855,810) (798,903)

Actuarial (gain)/loss on obligations 268,524 (399,645)

Liability at the end of the year 9,770,658 7,715,465

Reconciliation of Fair value of Plan Assets : 31-03-2010 31-03-2009 (Rs.) (Rs.)

Fair Value of Plan Assets at the beginning of the year 4,846,990 4,200,890

Fair Value of Plan Assets transferred from other Fund 134,109 -

Expected Return on Plan Assets 527,839 442,626

Contributions 3,500,000 1,002,377

Benefit Paid (855,810) (798,903)

Fair Value of Plan Assets at the end of the year 8,153,128 4,846,990

Amount recognized in the Balance Sheet : 31-03-2010 31-03-2009 (Rs.) (Rs.)

Liability at the end of the year 9,770,658 7,715,465

Fair Value of Plan Assets at the end of the year 8,153,128 4,846,990

Liability in the Balance Sheet (1,617,530) (2,868,475)

Gratuity recognized in the Income Statement : 31-03-2010 31-03-2009 (Rs.) (Rs.)

Current Service Cost 2,025,242 2,041,462

Interest Cost 617,237 507,408

Expected Return on Plan Assets (527,839) (442,626)

Actuarial (Gain)/Loss 268,524 (399,645)

Fair Value of Plan Assets transferred from other Fund (134,109) -

Expense Recognized in Profit & Loss Account 2,249,055 1,706,599

Principal Assumption used in determining Gratuity 31-03-2010 31-03-2009 (Rs.) (Rs.)

Discount Rate 8% 8%

Expected Rate of return 9.15% 9.15%

Employee Turnover 1-3% 1-3%

Salary Escalation 5% 5%

Mortality Table LIC (1994-96) Ultimate

100% of the plan assets are invested in insurer Managed fund. The estimates of future salary increases, consideredin actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply anddemand factors in the employment market.



b) Disclosure in respect of leave entitlement liability:

Effective current year, the company has change its leave policy. Accordingly, Long term leave entitlements(funded) are recognized as expense based on actuarial valuation at year end using the “Projected unit creditmethod”.

Principal Assumption used in determining Leave entitlement Liability 31-03-2010 31-03-2009

Discount Rate 8% NA

Expected Rate of return 9.15% NA

Withdrawal rate 1-3% NA

Salary Escalation 5% NA

Mortality Table LIC (1994-96) NA Ultimate

13. Segment Reporting:

a. Primary Segment:

The Company is engaged in the business of manufacturing and marketing of Apparels & Apparel Accessories.The Company is also generating power from Wind Turbine Generator. The power generated from the sameis predominantly used for captive consumption. However, the operation of Wind Turbine Segment is withinthe threshold limit stipulated under AS – 17 “Segment Reporting” and hence it does not require disclosure asa separate reportable segment.

(in Rs.)

Particulars

Apparel Other / Unallocated Total& Apparel Reconciling

Accessories Item

1. Segment Revenue

Net Sales/Income from Operation 1,759,918,192 5,990,072 - 1,765,908,264

(1,450,913,814) (3,532,191) (-) (1,454,446,005)

Less: Inter Segment Revenue - 5,360,033 - 5,360,033

(-) (3,098,380) (-) (3,098,380)

Total Segment Revenue 1,759,918,192 630,039 - 1,760,548,231

(1,450,913,814) (4,33,811) (-) (1,451,347,625)

2. Segment Result

Segment Result 414,819,217 302,010 - 415,121,227

(184,940,011) (368,961) - (184,571,050)

Less : Interest expenditure 23,290,154

(27,088,815)

Add: Other unallocable incomenet of unallocable expenditure 96,268,600 96,268,600

(49,723,074) (49,723,074)

Profit before Tax 487,495,652

(207,205,309)

Less : Provision For Tax 162,330,391

(64,628,280)

Net Profit 325,165,261

(142,577,029)




Particulars

Apparel Other / Unallocated Total& Apparel Reconciling

Accessories Item

3. Other Information

Segment Assets 980,579,440 30,574,686 1,196,958,520 2,208,112,646

(940,203,372) (37,500,764) (983,052,322) (1,960,756,458)

Segment Liabilities 293,898,343 10,000 162,308,052 456,216,394

(211,910,543) (16,082) (235,866,414) (447,793,039)

Depreciation/ Amortization 53,495,509 4,949,898 - 58,445,407

(46,706,334) (3,703,750) (-) (50,410,084)

Non Cash Expenses other thanDepreciation - 103,874 4,300,000 4,403,874

(-) (103,874) (-) (103,874)

Capital Expenditure 28,836,768 - - 28,836,768

(112,390,841) (36,565,389) (-) (148,956,230)

Note: As per the Expert advisory opinion, electricity generated from Wind Turbine Generator and used forcaptive consumption is reduced from the electricity expenses in profit and loss account but shown as segmentrevenue for the purpose of segment reporting as per AS-17.

b. Secondary Segment (By Geographical Segment):

(in Rs.)

Particulars India Outside India Total

Sales 1,690,829,724 61,946,956 1,752,776,680(1,391,228,023) (54,606,454) (1,445,834,477)

Segment Assets * 2,206,010,731 2,101,915 2,208,112,646(1,960,944,098) (-187,640) (1,960,756,458)

(Figures in bracket indicate previous year’s figures)

* Segment Assets from outside India represents receivables from Export Sales (net of advances in relation toexports). In view of the interwoven / intermix nature of business and manufacturing facility, other informationis not ascertainable.

14. Related Party Disclosure:

As per Accounting Standard (AS-18) – ‘Related Party Disclosures’ as notified by the rules, the disclosures of thetransactions with the related parties as defined in the accounting standard are given below:

a. Name of the enterprises having same Key Management Personnel and/or their relatives as the reportingenterprise:

Kewal Kiran Enterprises

Kewal Kiran Finance Private Limited

Kewal Kiran Realtors & Infrastructures Private Limited

Kewal Kiran Retail India Private Limited

Kornerstone Retail Limited

Karwa & Kewal Kiran Realtors




Raj & Karwa Kewal Kiran Realtors

Kewal Kiran Media & Communication Limited

Kalpvriksh Realtors & Infrastructures Private Limited (w.e.f 12.02.2010)

b. Joint Ventures

White Knitwear Private Limited

c. Relatives / Other concerns of Key Management Personnel:

Shantaben P Jain

Veena K. Jain

Lata H. Jain

Sangeeta D. Jain

Kesar V. Jain

Pankaj K. Jain

Hitendra H. Jain

Aarpita K. Jain

Pukhraj K. Jain (HUF)

Kewalchand P. Jain (HUF)

Hemant P. Jain (HUF)

Dinesh P. Jain (HUF)

Vikas P. Jain (HUF)

P.K. Jain Family Holding Trust

d. Key Management Personnel:

Kewalchand P. Jain Chairman & Managing Director

Hemant P. Jain Whole-time Director

Dinesh P. Jain Whole-time Director

Vikas P. Jain Whole-time Director




e. Nature of Transaction Enterprises Joint Ventures Relatives/Other Keyunder the Same Concerns of Key Management

management Management PersonnelPersonnel

Purchase of Assets 150,238 – – –(–) (–) (–) (–)

Investment in Preference Shares – 4,150,000 – –(–) (12,350,000) (–) (–)

Rent Expenses – – 918,000 2,989,200(–) (–) (918,000) (2,989,200)

Managerial Remuneration – – – 10,334,400(–) (–) (–) (10,176,000)

Salary – – 487,778 –(–) (–) (232,690) (–)

Rent Income (exclusive of service tax) 1,359,602 – – –(579,646) (–) (–) (–)

Dividend Paid – – 18,939,000 8,394,891(–) (–) (12,626,000) (4,954,000)

Outstanding balance as on 31.03.2010

Sundry Payable 57,320 – 223,196 1,184,308(–) (–) (372,900) (3,790,505)

Sundry Receivable 329,985 – – –(245,207) (–) (–) (–)

Deposit Receivable – – 459,000 324,000(–) (–) (459,000) (324,000)

Investments – 34,550,000 – –(–) (30,400,000) (–) (–)

f. Disclosure of Related Party Transactions, the amounts of which are in excess of 10% of total related partytransactions of the same type:

Nature of Transaction Name of the related party Amount

Purchase of Assets Kornerstone Retail Limited 150,238(–)

Investment in Preference Shares White Knitwear Private Limited 4,150,000(12,350,000)

Rent Expenses Kewalchand P. Jain 997,800(997,800)

Hemant P. Jain 859,800(859,800)

Dinesh P. Jain 565,800(565,800)

Vikas P. Jain 565,800(565,800)

Shantaben P. Jain 918,000(918,000)





Nature of Transaction Name of the related party Amount

Managerial Remuneration Kewalchand P. Jain 2,583,600(2,544,000)

Hemant P. Jain 2,583,600(2,544,000)

Dinesh P. Jain 2,583,600(2,544,000)

Vikas P. Jain 2,583,600(2,544,000)

Rent Income (exclusive of service tax) Kornerstone Retail Limited 1,359,602(579,646)

Salary Pankaj K. Jain 473,676(232,690)

Dividend Paid P.K.Jain Family holding trust 18,459,000(12,306,000)

Kewalchand P. Jain 2,041,233(1,222,500)

Hemant P. Jain 2,061,450(1,222,500)

Dinesh P. Jain 2,152,950(1,254,500)

Vikas P. Jain 2,139,258(1,254,500)

Note:

i) Figures in brackets represents corresponding amount of previous year.

ii) Managerial Remuneration excludes Gratuity provision.

iii) Reimbursements of expenses made to Key Management Personnel are not included in the above figures.

15. Operating Lease Arrangements:

Pursuant to the Accounting Standard (AS-19) – “Leases” issued by the Institute of the Chartered Accountants ofIndia, the following information is given:

a. As lessee:

Rental expenses of Rs. 43,671,529 (P.Y. Rs. 51,117,960) under operating leases have been recognized inthe profit and loss account. It includes contingent lease rent of Rs. 781,669 (P.Y. Rs. 501,606) based onrevenue sharing model.

At balance sheet date, minimum lease payments under non-cancelable operating leases fall due as follows:


Due not later than one year 28,553,444 37,853,294

Due later than one year but not later than five years 94,380,603 131,427,955

Later than five years 37,022,785 68,756,698

Total 159,956,831 238,037,947




The above figures include:

i. The agreements are executed for the periods of 33 to 108 months with a non-cancellable period at thebeginning of the agreement ranging from 12 to 36 months and having a clause for extension of leaseperiod.

ii. Lease rentals calculated based on estimated date of commencement of lease in cases where the agreements/ MOU’s have been entered into but the date of commencement of lease is dependent on the date ofconstruction/renovation of premises and based on the commitment for delivery by lessors.

iii. The afore-mentioned lease rentals include a lease the period of which is dependent on the occurrence of anevent, the date of which is not ascertainable beyond five years. Hence, the lease rentals are considered up toa period of five years only.

iv. Lease rentals do not include common area maintenance charges and tax payable, if any.

v. The above details of Lease Rental obligation exclude the amounts payable by franchisee in accordancewith the arrangement with them (a) not later than 1 year Rs. 5,210,928 (P.Y. Rs. 11,633,898) (b)between 1 to 5 year Rs. 18,285,345 (P.Y. Rs. 35,579,020) (c) more than 5 years Rs. 2,317,744 (P.Y.Rs. 10,230,877)

b. As Lessor:

Rental income of Rs. 1,359,602 (P.Y. Rs. 579,646) is recognized in the Profit & Loss account. It includescontingent lease rent of Rs. 434,602 (P.Y. Rs. 459,646) based on revenue sharing model. The company hasgiven part of the premises along with amenities under operating lease. There is no escalation clause and thearrangement is mutually cancellable. The gross carrying amount, accumulated depreciation at the balancesheet date and depreciation recognized in Profit and Loss account for the year of said premises is Rs.15,990,000, Rs. 2,928,491, and Rs. 687,448 respectively.

16. Earnings Per Share (EPS):

Particulars 31-03-2010 31-03-2009

Net Profit after Tax Rs. 325,165,261 142,577,029

Weighted average number of Equity Shares Nos. 12,325,037 12,325,037

Basic & Diluted Earnings per share Rs. 26.38 11.57(Face value of Rs.10 each)

17. Deferred Tax:

In view of the Accounting Standard (AS) - 22 “Accounting for Taxes of Income” issued by Institute of CharteredAccountants of India, the significant component and classification of deferred tax liability/asset on account oftiming difference comprises of the following:


Share Issue Expenses(Tax effect of share issue expenses eligible for the Income tax deduction,under section 35D, credited to securities premium account) 10,710,256 13,698,133

Various items including provisions for Doubtful debts/advances etc 4,459,274 6,260,041

Depreciation 1,393,608 -

Deferred Tax Liability:

Depreciation - (5,521,120)

Net deferred tax (liability)/asset 16,563,138 14,437,054

Deferred tax asset is recognized only on those timing differences, which reverse in the post tax free period, ascompany enjoys exemption under section 80-IA of Income Tax Act, 1961 in respect of revenue generated fromWind Turbine Generator.




18. Sundry debtors include Rs. 329,985 (P.Y. Rs. 245,207) [maximum amount due during the year Rs. 945,169 (P.Y.Rs. 349,089) receivable from Kornerstone Retail Limited under same management.

19. Loans and advance include Rs. 324,000 (P.Y. Rs. 324,000) [maximum amount due during the year Rs. 324,000(P.Y. Rs. 324,000) due from directors in which directors are interested.

20. Joint Venture Information:

Details as required by Accounting Standard (AS) -27 “Financial Reporting of Interest in Joint Venture” are givenbelow:

(i) Detail of Interest in Joint Venture

Name Description of Country of Percentage of Percentage ofInterest Incorporation interest as on interest as on

31.03.2010 31.03.2009

White Knitwear Pvt. Ltd. Equity Shareholding India 33.33% 33.33%

(ii) Company’s Interest in the Joint Venture

Name As on Assets Liabilities For the Year Income Expenditure(Rs.) (Rs.) Ended (Rs.) (Rs.)

White Knitwear 31.03.2010 23,233,056 21,479,221 31.03.2010 291,212 2,409,019Private Limited (22,577,053) (20,225,951) (541,967) (1,116,563)

The company’s share in the Contingent Liability and Capital Commitment of the Joint Venture are Rs. Nil (P.Y. Rs.Nil) and Rs. Nil (P.Y. Rs. 2,000,000) - respectively.

The company’s Contingent Liability and capital commitment in relation to joint venture Rs. Nil (P.Y. Rs. Nil) andRs. Nil (P.Y. Rs. 22,900,000)

The current year figures are based on latest available un-audited accounts of the Joint Venture and previous yearfigures given in bracket are based on the audited financial accounts of the joint venture.

21. Disclosure regarding Derivative Instrument and unhedged Foreign Currency Exposure:

Company does not enter into any forward exchange contracts being derivative instruments, for trading, speculativeor hedging purposes. The year end foreign Currency exposures that have not been hedged by a derivative instrumentor otherwise are given below:

2009-10 2008-09

Particulars Currency Amt. in Rs. Amt. in Rs.Foreign Foreign

Currency Currency

Loan Availed USD - - 2,483,365 127,689,650

Sundry Debtors USD 58,975 2,662,136 376 14,777

Sundry Creditors USD - - 56 2,741

Advance from Customer USD 12,545 560,221 4,875 202,417

Advance to Supplier USD 58,456 2,664,768 9,277 475,029

Balance in EEFC account USD 106,606 4,812,181 63,965 3,275,037

Foreign currency in hand Multiple Multiple 617,568 Multiple 122,880




22. Pursuant to the Accounting Standard (AS) 29 – Provisions, Contingent Liabilities and Contingent Assets, thedisclosure relating to provisions made in the accounts for the year ended 31st March, 2010 is as follows:

ParticularsProvision for Contingencies *Provision for Reimbursement

(Special rebate and of expenses & claimsAdvertisement expenses)

31-03-2010 31-03-2009 31-03-2010 31-03-2009Rs. Rs. Rs. Rs.

Opening Balance 2,800,000 1,800,000 - -

Addition 2,075,000 1,000,000 17,500,000 -

Utilization - - 7,428,647 -

Reversals 2,800,000 - - -

Closing Balance 2,075,000 2,800,000 10,071,353 -

*Provision for Reimbursement of expenses and claims has been grouped under the head ‘Other provisions’ ofSchedule 11-(B).

The timing of the outflow is dependent on various aspects/fulfillment of conditions and occurrence of events. Suchprovisions are made based on the past experience, However it is most likely that outflow is expected to be withina period of two years from the date of Balance Sheet.

23. Investments purchased and sold/redeemed during the year:

Particulars No. of Units Cost (Rs.)

Mutual Funds (Face Value of Rs 10/- each)

Birla Sunlife Income Plus (Quarterly Dividend) 25,190 296,541

Birla Sunlife Savings Fund-Institutional (Daily Dividend) 5,513,931 55,176,804

DWS Short Maturity Fund-Institutional (Weekly Dividend) 5,693 57,020

DWS Ultra Short Term Fund-Institutional (Daily Dividend) 2,654,727 26,594,791

HDFC Floating Rate Income Fund-Short Term Plan (Daily Dividend) 2,975,925 30,000,000

ICICI Prudential Inst Short Term Plan (Fortnightly Dividend) 13,152 158,072

ICICI Prudential Ultra Short Term Plan (Daily Dividend) 2,005,092 20,093,028

IDFC Money Manager Fund Treasury-Institutional Plan B (Daily Dividend) 1,232,777 12,414,435

IDFC Short Term Plan B (Fortnightly Dividend) 36,358 374,581

JP Morgan India Treasury Fund-Super Institutional (Daily Dividend) 1,065,830 10,667,787

Kotak Bond Short Term (Monthly Dividend) 53,051 534,371

Kotak Flexi Debt Scheme-Institutional (Daily Dividend) 1,741,727 17,500,000

Kotak Floater Long Term (Daily Dividend) 2,976,250 30,000,000

Kotak Liquid-Institutional (Daily Dividend) 3,257,121 39,828,405

LIC MF Income Plus Fund (Daily Dividend) 1,034,492 10,344,924

LIC MF Savings Plus Fund (Daily Dividend) 5,562,807 55,628,072

Reliance Short Term Fund-Retail Plan (Dividend Plan) 25,358 270,319

Sundaram BNP Ultra Short Term Fund-Institutional (Daily Dividend) 990,643 10,000,842

Tata Floater Fund (Daily Dividend) 2,139,629 21,472,456

Tata Short Term Bond Fund (Dividend) 8,540 103,354


ICICI Prudential Flexible Income Plan-Institutional (Daily Dividend) 474,299 50,149,986


Reliance Money Manager Fund-Institutional (Daily Dividend) 126,206 126,351,457




Investments purchased and sold/redeemed during the previous year

Particulars No. of Units Cost (Rs.)

Mutual Funds Funds (Face Value of Rs 10/- each)

Birla Sunlife Cash Plus-Institutional (Daily Dividend) 943,715 10,194,295

DWS Insta Cash Plus Fund-Institutional (Daily Dividend) 998,237 10,001,832

DWS Liquid Plus Fund-Institutional (Daily Dividend) 1,006,984 10,084,949

DWS Ultra Short Term Fund-Institutional (Daily Dividend) 1,511,155 15,134,223

HDFC Cash Management Fund Saving Plan (Daily Dividend) 13,185 132,270

HSBC Cash Fund-Inst (Daily Dividend) 1,955,372 20,414,280

HSBC Fixed Term Series 55-Institutional (Dividend) 1,041,877 10,418,769

HSBC Liquid Plus-Inst (Daily Dividend) 4,746,767 47,527,000

ICICI Prudential Inst Liquid Plan (Daily Dividend) 844,019 10,001,792

ICICI Prudential Inst Income Plan 869,819 10,001,792

IDFC Cash Fund-Inst Plan B (Daily Dividend) 945,205 10,001,777

IDFC Dynamic Bond Plan A (Quarterly Dividend) 909,608 10,001,777

IDFC Fixed Maturity Plan-Monthly Series 7 (Dividend) 1,007,830 10,078,300

ING Liquid Fund-Inst (Daily Dividend) 3,007,120 30,107,587

J P Morgan India Liquid Plus Fund-Super Inst (Daily Dividend) 1,022,918 10,238,286

Kotak Flexi Debt Scheme (Weekly Dividend) 1,992,631 20,027,299

Kotak Flexi Debt (Daily Dividend) 995,495 9,985,911

Kotak FMP 1M Series 1 (Dividend) 2,015,191 20,151,909

Kotak FMP 3M Series 33 (Dividend) 2,058,241 20,582,409

Kotak Bond Short Term (Monthly Dividend) 50,078 501,876

Kotak Income Plus (Monthly Dividend) 15,647 167,152

Kotak Quarterly Interval Plan Series 10 (Growth) 2,058,241 20,582,409

LIC FMP Series 41 (3 Months) (Dividend Plan) 1,263,131 12,631,306

LICMF Liquid Plus Fund (Daily Dividend) 1,263,131 12,631,306

Lotus India Qtrly Interval Fund Plan A 933,445 10,000,000

Principal PNB (FMP-52) 91 Days-Series XVII 1,000,000 10,000,000

Reliance Fixed Horizon Fund-VIII-Series 11 Inst (Dividend Plan) 1,000,000 10,000,000

Reliance Fixed Horizon Fund-VIII-Series 12 Inst (Dividend Plan) 1,000,000 10,000,000

Reliance Fixed Horizon Fund-X-Series 13 Super Inst (Dividend) 1,000,000 10,000,000

Sundaram BNP Paribas Liquid Plus Fund (Daily Dividend) 1,010,869 10,133,962

Sundaram BNP Paribas Money Fund (Daily Dividend) 990,719 10,001,605

Tata Floater Fund (Daily Dividend) 2,056,404 20,637,247

24. Value of Imports (C.I.F. Value):


i. Capital goods 5,079,276 9,253,004

ii. Components and spare parts 490,191 2,118,325

iii. Apparel & Apparel Accessories 14,469,535 2,328,309

Total 20,039,002 13,699,638



25. Expenditure in Foreign Currencies (on accrual basis)*:


Traveling expenses 2,123,282 700,206

Interest on Bank Loan 4,156,410 10,131,698

Advertisement expenses 4,350,005 1,014,435

Legal expenses 105,967 833,978

Bank Charges 665,794 625,946

Others 773,094 710,876

Consultancy Fess 1,909,436 -

* The amounts mentioned are net of Tax Deducted at source, if any.

26. Earnings in Foreign Currencies (on accrual basis):


Export of goods (F.O.B. value) 60,193,684 53,730,794

Domestic Sales / Deemed Export Sales 1,192,009 6,603

Total 61,385,693 53,737,397

27. Power Generation: Produced, consumed and sold:

Opening stock Production Sales/Captive Closing StockConsumption

ParticularsQty. Rs. Qty. Qty. Rs. Qty. Rs.

(Units) (Units) (Units)

Power Generation – – 1,283,195 1,283,195 5,990,072 – –

(746,465) (746,465) (3,532,191)

28. Imported and indigenous consumption:

Particulars31-03-2010 31-03-2009

(Rs.) % (Rs.) %

Indigenous 657,641,870 97.68 516,796,526 99.42

Imported 15,631,154 2.32 2,994,060 0.58

Total 673,273,024 100% 519,790,586 100%

29. Material Consumed:

Material Measure 31-03-2010 31-03-2009Qty. Rs. Qty. Rs.

Woven Fabric Mtrs 3,933,240 435,166,209 2,667,249 298,376,492

Knitted Fabric Kgs. 597 135,697 74 20,894

Semi-finished Pcs 386,928 98,897,574 344,001 114,147,311

Packing material ** ** 25,038,065 ** 22,124,348

Accessories ** ** 79,124,287 ** 56,284,344

Stores, chemicals and consumables ** ** 34,911,192 ** 28,837,197

Total 673,273,024 519,790,586

** Comprises of various items the value of which is less then 10% of the total Cost of Material.





30. Particulars of Finished Products:

(Qty in Pcs.)

Parti- Opening stock Production Sales Closing stock

culars Qty. Rs. Qty. Qty. Rs. Qty. Rs.

Apparel 221,378 80,673,517 2,821,844 2,722,871 1,739,906,873 320,351 100,787,238(477,214) (167,027,959) (2,104,651) (2,360,487) (1,435,972,552) (221,378) (80,673,517)

Note:

a. Figures in brackets indicate previous year’s figures

b. Sales includes samples distributed free of cost

c. Closing stock is after adjusting shortages on physical verification of inventories

31. Particulars of Trading Activities: Apparel Accessories

(Qty. in Pcs.)

Parti- Opening stock Purchase Sales Closing stock

culars Qty. Rs. Qty. Rs. Qty. Rs. Qty. Rs.

Apparel - - 7,926 932,024 7,926 1,187,937 - -

(-) (-) (-) (-) (-) (-) (-) (-)

Apparel 34,562 8,126,819 70,023 7,653,113 78,719 12,239,768 25,866 2,433,708Accessories (42,869) (4,170,020) (50,099) (16,251,241) (58,406) (9,428,114) (34,562) (8,126,819)

Note:

a. Figures in brackets indicate previous year’s figures

b. Sales includes samples distributed free of cost

c. Closing stock is after adjusting shortages on physical verification of inventories

32. Previous year’s figures are regrouped or rearranged wherever considered necessary.

As per our report of even dateFor and on behalf of For and on behalf of For and on behalf of the BoardN. A. Shah Associates Jain & TrivediChartered Accountants Chartered AccountantsFirm Registration No. : 116560W Firm Registration No.: 113496W

Sandeep Shah Satish C. Trivedi Kewalchand P. Jain Hemant P. Jain Abhijit B. WarangePartner Partner Chairman & Wholetime Director Company SecretaryMembership No.: 100- 37381 Membership No.: 100-38317 Managing Director




As per our report of even dateFor and on behalf of For and on behalf ofN. A. Shah Associates Jain & Trivedi For and on behalf of the BoardChartered Accountants Chartered AccountantsRegistration No.:116560W Registration No. : 113496WSandeep Shah Satish C. Trivedi Kewalchand P. Jain Hemant P. Jain Abhijit B. WarangePartner Partner Chairman & Wholetime Director Company SecretaryMembership No.: 100-37381 Membership No.: 100-38317 Managing DirectorPlace: Mumbai Place: MumbaiDate: 13th May 2010 Date: 13th May 2010

ADDITIONAL INFORMATION PURSUANT TO PART IV OF

THE COMPANIES ACT, 1956.

Balance Sheet abstract and Company’s general business profileRegistration DetailsRegistration No. 6 5 1 3 6 State Code 1 1

Balance Sheet date 3 1 0 3 2 0 1 0

Capital Raised During the Year (Amount in Rs. Thousand)

Public Issue N I L Rights Issue N I L

Bonus Issue N I L Private Placement N I L

Position of Mobilisation and Deployment of Funds (Amount in Rs Thousand)

Total Liabilities 2 2 0 8 1 1 3 Total Assets 2 2 0 8 1 1 3

Sources of Funds

Paid -up Capital 1 2 3 2 5 0 Reserves & Surplus 1 6 2 8 6 4 6

Secured Loans 1 5 8 0 0 8 Unsecured Loans N I L

Application of Funds

Net Fixed Assets 4 2 7 0 2 3 Investments 3 2 9 0 3 9

Net Current Assets 1 1 3 7 2 7 9 Misc. Expenditure N I L

Deferred tax Assets 1 6 5 6 3

Performance of Company (Amount in Rs. Thousand)

Turnover (Incl. Other Income) 1 8 6 3 0 6 7 Total Expenditure 1 3 7 5 5 7 1

Profit / Loss Before Tax 4 8 7 4 9 6 Profit / Loss After Tax 3 2 5 1 6 5

Earning per share 2 6 . 3 8 Dividend Rate % 6 0

Generic Name of Principal Product / Service of Company (as per monetary terms)

Item Code No. (ITC Code): 6 2 0 3 4 2 0 0

Product description : Men Trouser of Cotton

Earning Per share

Basic 2 6 . 3 8

Diluted 2 6 . 3 8Net Profit / (Loss)(Rs. in thousands)

Basic 3 2 5 1 6 5

Diluted 3 2 5 1 6 5

Average no. of shares (Rs. 10/- each)

Basic 1 2 3 2 5 0 3 7

Diluted 1 2 3 2 5 0 3 7

Signatures to Schedules and Notes



FINANCIAL HIGHLIGHTS

Amount in Rs. Lakhs

Particulars 2009-10 2008-09 2007-08 2006-07 2005-06

Sales and Other Income 18,631 15,294 16,832 14,110 8,668

EBIDTA 5,692 2,847 3,915 3,272 2,067

Profit before Interest & Tax(PBIT) 5,108 2,343 3,523 3,114 1,959

Profit before Tax(PBT) 4,875 2,072 3,239 2,818 1,820

Profit after Tax(PAT) 3,252 1,426 2,110 1,865 1,165

Cash Profits(Profit after Current Tax+Depreciation+Amortisation) 3,836 1,930 2,503 2,161 1,304

Net Fixed Assets 4,270 4,555 3,679 3,065 2,514

Investments 3,290 3,082 1,105 719 230

Net Current Assets 11,373 9,706 11,951 10,766 10,175

Miscellaneous Expenditure – – – – 474

Deferred Tax Assets 166 144 145 137 0

Total Capital Employed 19,099 17,488 16,881 14,687 13,394

Equity Share Capital 1,233 1,233 1,233 1,233 923

Share Application Money – – – – 8,060

Reserves & surplus 16,286 13,897 12,904 11,370 2,760

Networth 17,519 15,130 14,136 12,603 11,742

Borrowed Funds 1,580 2,359 2,745 2,084 1,639

Deferred Tax Liabilities – – – – 13

Total Funds Employed 19,099 17,488 16,881 14,687 13,394

KEY INDICATORS

Particulars 2009-10 2008-09 2007-08 2006-07 2005-06

Fixed Assets Turnover Ratio 4.36 3.36 4.57 4.60 3.45

Debt–Equity Ratio 0.09 0.16 0.19 0.17 0.14

Current Ratio 4.81 5.58 6.71 8.03 1.25

Return on Capital Employed 17.03 8.15 12.07 12.70 7.93

Return on Networth 18.56 9.42 14.93 14.80 9.24

Cash Earning Per Share (Rs.) 31.12 15.66 20.30 17.53 19.94

Earning Per Share (Rs.) 26.38 11.57 17.12 15.17 17.81

Dividend Per Share (Rs ) 6.00 3.00 4.00 2.50 1.50

Book Value Per Share (Rs.) 142.14 122.76 114.70 102.25 95.27



NOTES



KEWAL KIRAN CLOTHING LIMITED

Regd. Office: B101-107, Synthofine Estate, Opp. Virwani Industrial Estate,

Goregaon (East), Mumbai: 400 063

ATTENDANCE SLIP

Folio No. ____________________________ No. of shares held._____________________

# D.P. Id ____________________________

# Client Id ___________________________

Name and Address of the shareholder: _____________________________________________________________

_____________________________________________________________

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record mypresence at the 19th Annual General Meeting of the company on Thursday, 5th August, 2010 at C.K. Naidu Hall, The

Cricket Club of India Ltd., Brabourne Stadium, Dinshaw Vachha Road, Mumbai: 400 020 at 4.30 p.m.

Signature of the attending member/proxy

# Applicable for shareholders holding shares in electronic form.

Note:

1. Please sign this attendance slip and hand it over at the verification Counter at the entrance of the meeting hall.

2. No gifts/company products shall be given at the meeting.

3. This attendance is valid only in case shares are held on the date of meeting.

KEWAL KIRAN CLOTHING LIMITED

Regd. Office: B101-107, Synthofine Estate, Opp. Virwani Industrial Estate,

Goregaon (East), Mumbai: 400 063

PROXY

Folio No. ____________________________ No. of shares held._____________________

# D.P. Id ____________________________

# Client Id ___________________________

I/We___________________________________ resident of _______________________________________ being a

member/members of M/s. KEWAL KIRAN CLOTHING LIMITED hereby appoint _____________________________

resident of ______________________________ failing him ____________________________________ resident of

______________________________________ as my/our proxy to attend and vote on my/our behalf at the 19th

Annual General Meeting of the company to be held on Thursday, 5th August, 2010 at C.K. Naidu Hall, The Cricket Club

of India Ltd., Brabourne Stadium, Dinshaw Vachha Road, Mumbai: 400 020 at 4.30 p.m. and any adjournment thereof.

Signed this ____________ day of _______ 2010

Signature(s)

# Applicable for shareholders holding shares in electronic form.

Note : 1. The Proxy need NOT be a member.

2. The Proxy Form signed across Rs. 1/- revenue stamp should reach the Company’s Registered Officeatleast 48 hours before the scheduled time of meeting.

3. This form is to be used in favour of / against the resolution. Unless otherwise instructed, the proxy willvote as he thinks fit.

AffixRs. 1/-

RevenueStamp









Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

Serial No. :

25% or Rs. 1,250/- Whichever is lower*

Valid upto March 31, 2011

*VAT applicable



*VAT applicable



*VAT applicable



*VAT applicable



Terms and Conditions:

� Redeemable against purchases at K-Lounge stores / Killer Stores / Integriti Stores / Lawman Pg3 Stores only.

� This offer cannot be clubbed with any other offer.

� This voucher is non-encashable or refundable.

� Discount coupon purchases shall not be acceptable during the annual or any other sale period at K-Lounge stores /Killer Stores / Integriti Stores / Lawman Pg3 Stores.

� Discount coupon must be presented intact at the time of purchase.

� Validity of the coupon will not be extended and no duplicate coupon will be issued.

� Photocopy of the discount coupon will not be accepted.

� Not more than one discount coupon can be redeemed against a single purchase.

� Disputes, if any rising out of or in conjunction with or as a result of this offer or otherwise relating hereto shall be subjectto the exclusive jurisdiction of the competent courts/tribunals in Mumbai only.

Please visit the company’s website www.kewalkiran.com for details of stores.




































Documents

19th Annual Report - Bombay Stock Exchange · 2010-07-29 · retail business of the company. MR. DINESH P. JAIN Born in 1969, Mr. Dinesh P. Jain joined the business in 1990 and heads