IndusFila

From Design to Delivery

An Indus Mandhana Enterprise

SIXTEENTH ANNUAL REPORT

2014-15

Indus Fila Limited CIN: L17121KA1999PLC025320

Board of Directors

Mr. Gerhard Bornemann Chairman

Mr. Nitin N Mandhana Vice Chairman & Managing Director

Mr Rajkumar Aggarwal Independent Director

Mr Mr.Sandeep Choudhary Independent Director

Compliance Officer

Nitin Mandhana

Auditors

Suri & Co, Bangalore

Registrar And Transfer Agents

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L. B. S. Marg, Bhandup (W),

Mumbai – 400078

Registered Office

Survey No. 285, 37th KM Stone, Kasaba Hobli,

Nelamangala, Bangalore Rural District – 562 123

16th Annual General Meeting on Wednesday, the 30th September, 2015 at 9 A.M.

at the Registered office of the Company at No. 285, 37th KM Stone, T. Begur Village,

Kasaba Hobli, Nelamangala, Bangalore Rural District – 562 123

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 16th Annual General Meeting of the Members of INDUS

FILA LIMITED will be held at the Registered office of the Company at 285 , 37th KM

Stone, Tumkur Road, T. Begur , Nelamangala, Bangalore-562123 on Wednesday 30th

September , 2015 at 9.00 am to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for

the financial year ended March 31, 2015 and the Reports of the Board of Directors and

Auditors thereon.

2. To appoint a Director in place of Mr. Gerhard Bornemann, who retires by rotation and

being eligible, offers himself for re-appointment.

3. To re-appointment of Auditors and to fix their remuneration.

By Order of the Board of Directors For Indus Fila Limited

NITIN N MANDHANA

Director

Place: Bangalore Date : August 14, 2015

NOTES:

1. Details under clause 49 of the listing agreement with the Stock Exchanges in

respect of the Directors seeking appointment / re-appointment at the Annual

General Meeting are furnished and forms part of the notice. The Directors have

furnished the requisite consents / declarations for their appointment /

reappointment.

2. A member entitled to attend and vote at the Annual General Meeting is entitled to

appoint a proxy to attend and vote instead of himself and the proxy need not be a

member of the Company. The instrument appointing the proxy, in order to be

effective, must be deposited at the Registered Office of the Company, duly

completed and signed, not less than forty eight hours before the commencement of

the meeting. Proxies submitted on behalf of limited companies, societies etc, must

be supported by appropriate resolutions/authority, as applicable.

A person can act as proxy on behalf of the members not exceeding fifty (50) and

holding in the aggregate not more than ten percent of the total share capital of the

Company. A member holding more than ten (10) percent of the total share capital

of the Company may appoint a single person as proxy. However, then such proxy

shall not act as a proxy for any other person or shareholder.

3. Register of Members and Share Transfer Books of the Company will remain closed

from 26th day of September , 2015 to Wednesday 30th day of September , 2015 (

both days inclusive ).

4. Members holding shares in dematerialized from are requested to intimate to all

changes pertaining to their bank detail, National Electronic Clearing Service

(NECS), Electronic Clearing Service (ECS), Mandates, Nominations, Power of

attorney, change of address, change of name, e-mail address, contact numbers etc,

to their Depository Participant(DP), change intimated to the DP will be then

automatically reflected in the Company’s records which will help the Company

and the Company Registrar and Transfer Agents, M/s. Link Intime India Private

Limited. Members holding Shares in physical from are requested to communicate

any change in address immediately to the Company’s Registrar and Share Transfer

agent M/s. Link Intime India Private Limited.

5. Incase of Joint holders attending the meeting, The member whose name appears as

the first holder in the order of name as per the register of members of the Company

will be entitled to vote.

6. Any Member desirous of getting any information on the accounts operations of the

Company is requested to forward his/her queries to the Company at least seven

working days to the meeting, so that the required information can be made

available at the meeting.

7. The Securities and Exchange Board of India(SEBI) has mandated the submission of

Permanent Account Number(PAN) by every participant in securities market,

Members holding shares in electronic form are, therefore, requested to submit the

PAN to their Depository participants with whom the are maintaining their demat

account(s) Members holding shares in physical form can submit their PAN details

to the Registrar and Share Transfer Agent.

8. Copies of the Annual Report 2015, the Notice of the Annual General Meeting of the

Company and instructions for e-voting, along with the Attendance Slip and Proxy

form, are being sent by electronic mode only all the members to the registered e-

mail addresses of the shareholders. For members who have not registered their e-

mail address, physical copy of the Annual Report 2015 are sent by permitted mode.

9. Members may also note that the Notice of the Annual General Meeting and the

Annual Report 2015 will be available on the Company’s website :

www.indusfila.com The physical copies of the aforesaid documents will also be

available at the Company’s registered office for inspection during normal business

hours on working days. Members who require communication in physical form in

addition to e-communication, or have any other queries, may write to the

Company Secretary, Indus Fila Limited , Survey No. 284/285, 37th KM Stone,

Kasaba Hobli, Nelamangala, Bangalore Rural District – 562 123

Annexure

Details of Directors seeking appointment and re-appointment at the Annual

General Meeting in pursuance of clause 49 of the listing agreement.

Name Mr.Gerhard Bornemann

Date of Birth 25.9.1939

Nationality Graduate

DOA on the Board 11.4.2006

Relationship with other director NA

Qualification Graduate

Expertise in Area Operations & Marketing

No. of Shares Held Nil

List of Director-ship held in other Companies Nil

Chairman/Member of the Committees of the

board of other companies in which he is

director

Nil

Report of the Board of Directors

Dear Shareholders,

Your Directors are pleased to present their 16th Annual Report on the business and operations of your Company together with Audited Statements of the Accounts for the financial year ended 31st March, 2015.

Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value chain from fabric to garments. We have added capacities in every segment including yarn dyeing, weaving and processing. The Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The estimates and judgments relating to the financial statements are made on prudent and reasonable basis so as to reflect in true and a fair manner the form and the substance of transactions and reasonably present your Company state of affairs, profit and cash flow for the year ended March 31, 2015.

Financial Performance

(Rs. in Lakhs)

PARTICULARS 2014 -15 2013 -14

TURNOVER (3745.17) (7736.11)

Profit/(Loss) before Interest, Depreciation & Tax (5106.80) (12332.20)

Less: Interest 4874.25 3670.09

Less : Depreciation 1349.48 664.10

Less : Tax (40.08) 1134.26

Net Profit/(Loss) after taxation (11290.45) (17800.65)

Your Company has suffered huge loss during the year due to sluggish Market, Lack of overseas demand and non availability of additional finance for working capital. As a consequence the company became a sick company and it is registered with board for Industrial and Financial Restructuring.

Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its wholly owned subsidiary is annexed to this Report. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary company will also be kept for inspection, by any member at the registered office of the Company and its Subsidiary Company.

Dividend

In view of Continuous losses, The board does not recommend dividend.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, is included in this Report as set out in the Annexure to this report.

Number of Meeting of the Board

During the Financial Year 2014-15, 4 meetings of the Board were held, details of which are given in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has evaluated its performance taking into consideration of the various aspects of its functioning, composition of the Board and its Committees and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors through a meeting of Independent Directors.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Gerhald Bornemann retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. None of these Directors are disqualified from being re-appointed as Directors of your Company.

Fixed Deposit:

The Company has not accepted fixed deposits from the public and shareholders within the meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year under review. The Company has re-paid all outstanding deposits accepted before the commencement of the Companies Act, 2013, during the year under review.

Audit

The Company’s Auditors, M/s Suri & Co., & Co., Chartered Accountants, were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 15th Annual General Meeting held on 30th Sep , 2014 until the conclusion of the 18th Annual General Meeting to be held in the year 2018 subject to ratification of their appointment by the Members at every Annual General Meeting held after the Annual General Meeting held on 30th Sep, 2014.. As required under provisions of Section 139 of the Companies Act, 2013, the Company has received written consent from M/s Suri & Co., to their appointment and a Certificate to the effect that that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors as foresaid. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments and explanation.

Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the Annexure to this report.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the statements in terms of 134(3)(c) of the Companies Act, 2013,

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Loans, Guarantees or Investments by Company:

During the year under review the Company has not given any loan, guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The Policy is set out in the Annexure to this report.

Related Party Transactions:

During the year under review the Company has not entered into any contract or arrangement with related parties attracting the provisions of Section 186 of the Companies Act, 2013. However during the current year the Company has entered into a transaction with a related party on arm’s length basis and in the ordinary course of business thereby not attracting the provisions of Section 186 of the Companies Act, 2013. The details of related party transactions as per Accounting Standard are included in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. The policy on Related Party Transactions is approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy:

As per Companies Act, 2013 read with Clause 49 of the Listing Agreement, the Board of Directors of the Company have constituted Vigil Mechanism / Whistle Blower Policy and adopted a policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns in writing through an e-mail or a letter to the Chairman of the Company or to the compliance officer or to the Chairman of the Audit Committee.

Risk Management

The Company has in place Risk Management Policy according to which the Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Corporate Social Responsibility:

No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company. Particulars of Employees

None of the employees were in receipt of remuneration exceeding the amounts specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in set out in the Annexure to this report. Corporate Governance

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed S Vishwanathan, Company Secretary the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as an Annexure and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Significant and Material Orders Passed by the Regulators or Court or Tribunals

There are no significant and material orders passed by the Regulators/Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

Internal Control Systems and Their Adequacy

The Company has an adequate internal control system commensurate with its size and nature of its business.

Health, Safety and Environment:

The health and safety of the workforce is of paramount importance. The Company aims to provide a workplace that is free from any occupational hazards or illness. During the year under review the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

Nitin N. Mandhana Vice Chairman & Managing Director

Place: Bangalore Date: 14th August 2015

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 is given here below and forms part of the Director’s Report

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORBTION.

There are no items to disclose under this head. However, the Company develops its own technology in

house for new products, process development and cost reduction and it has systems to absorb the

technology developed.

B. FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review Foreign Exchange earnings was ` 127.71 Lakhs (Previous Year 0.37

Lakhs) and Foreign Exchange outgo was Nil ( Previous Year 237.74)

I. REGISTRATION & OTHER DETAILS:

1

2

3

4

5

6

7 Link Intime India Pvt Ltd

Address of the

Registered office &

contact details

Whether listed

company

Category/Sub-category

of the Company

Name of the Company

Annexure - A

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management &

Administration) Rules, 2014.

L17121KA1999PLC025320

10/06/1999Registration Date

CIN

Name, Address &

Yes

INDUS FILA LIMITED

Company Limited by Shares

285, 37th K M Stone, Tumkur Road

T. Begur, Nelamangala,

Bangalore 562123

7

S. No.

1

S.No Holding/

Subsidiary/

Associate

% of

shares

held

1 Subsidiary 99.99%

Link Intime India Pvt Ltd

C-13, Pannalal Silk Mills Compound

L. B. S. Marg, Bhandup (W)

Mumbai – 400078

Name and Description of main

products / services

Applicable

Section

Name and Address of

the Company

Indus Garments (India)

Pvt. Ltd.

CIN/GIN

U05190KA2004PTC033828

NIC Code of the Product/service % to total

turnover of the

company

Manufacturing of Textiles & Gaements 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name, Address &

contact details of the

Registrar & Transfer

Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more

of the total turnover of the company shall be stated)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Demat Physical Total % of

Total

Shares

Demat Physical Total % of Total

Shares

A. Promoter s

(1) Indian

a) Individual/

HUF

88146 1369561 1457707 7.03 88146 1369561 1457707 7.03 0

b) Central Govt 0 0 0 0 0 0 0 0

c) State Govt(s)

0 0 0 0 0 0 0 0

d) Bodies Corp.8230267 0 8230267 39.67 8230267 8230267 39.67 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

h) Individuals

(Non-Resident

Individuals/For

eign

Individuals)

192807 0 192807 0.93 192807 192807 0.93 0

Total

shareholding

8511220 1369561 9880781 47.63 8511220 1369561 9880781 47.63 0

%

Change

during

the

year

Category of

Shareholders

No. of Shares held at the beginning of the year[As on

April 1, 2014]

No. of Shares held at the end of the year[As on March

31, 2015]

shareholding

of Promoter

(A)

B. Public

Shareholding

0 0 0 0 0 0 0 0 0

1. Institutions 0 0 0 0 0 0 0 0 0

a) Mutual

Funds

0 0 0 0 0 0 0 0 0

b) Banks / FI 100 100 100 100 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s)0 0 0 0 0 0 0 0 0

e) Venture

Capital Funds

0 0 0 0 0 0 0 0 0

f) Insurance

Companies

0 0 0 0 0 0 0 0 0

g) FIIs 170138 170138 0.82 170138 170138 0.82 0

h) Foreign

Venture Capital

Funds

0 0 0 0 0 0 0 0 0

i) Others

(specify)

0 0 0 0 0 0 0 0 0

Sub-total

(B)(1):-170238 0 170238 0.82 170238 0 170238 0.82 0

0 0 0 0 0 0 0 0 0

2. Non-

Institutions0 0 0 0 0 0 0 0 0

a) Bodies Corp. 6757178 6757178 32.64 6461821 6461821 31.15 -1.49

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual

shareholders

holding

nominal share

capital upto Rs.

1 lakh

1671866 1671866 7.41 1660360 1660360 8 0.59

ii) Individual

shareholders

holding

nominal share

capital in excess

of Rs 1 lakh

1599629 1599629 7.8 1900028 1900028 9.16 1.36

c) Others

(specify)

0 0 0 0 0 0 0 0 0

Non Resident

Indians (Repat)

41282 41282 0.17 41282 41282 0.2 0.03

Non Resident

Indians (Non

Repat)

2659 2659 0.02 4059 4059 0.02

Overseas

Corporate

0 0 0 0 0 0 0 0 0

Corporate

Bodies

Foreign

Nationals

0 0 0 0 0 0 0 0 0

Clearing

Members

165084 165084 1.31 170148 170148 0.82 -0.49

Trusts 456000 456000 2.2 456000 456000 2.2 0

Foreign Bodies -

D R

0 0 0

Sub-total

(B)(2):-10693698 0 10693698 51.55 10693698 0 10693698 51.55 0

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

10863936 0 10863936 52.37 10863936 0 10863936 52.37 0

C. Shares held

by Custodian

for GDRs &

ADRs

0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C)19375156 1369561 20744717 100 19375156 1369561 20744717 100 0

ii) Shareholding of Promoters-

SN

No. of Shares % of

total

Shares

of the

compa

ny

% of Shares

Pledged /

encumber-ed

to total

shares

No. of

Shares

% of total

Shares of

the

company

% of

Shares

Pledged /

encumber-

ed to total

shares

1 6013657 28.989 46.660 6013657 28.989 46.660 0

2 2216610 10.685 70.872 2216610 10.685 70.872 0

3 687448 3.314 0 687448 3.314 0 0

4 462462 2.229 0 462462 2.229 0 0

5 90000 0.434 0 90000 0.434 0 0

6 72139 0.348 0 72139 0.348 0 0

7 67263 0.324 0 67263 0.324 0 0

8 63330 0.305 0 63330 0.305 0 0

9 62500 0.301 0 62500 0.301 0 0

10 57707 0.278 0 57707 0.278 0 0

11 46871 0.226 0 46871 0.226 0 0

12 16090 0.078 0 16090 0.078 0 0

13 9829 0.047 0 9829 0.047 0 0

Shareholding at the beginning of

the year

Shareholding at the end of the

year

KAMAL KISHOR FINVEST

PRIVATE LIMITED

ANDREW FINVEST PVT LTD

KAVITA MANDHANA

SHASHIKANT GOVINDLAL

MANDHANA

SNEHA MANDHANA

RALPH KLINGLER

PRAKASH G MANDHANA

SAVITA MANDHANA

BIRENDRA KUMAR

AGARWAL

%

chang

e in

share-

holdin

g

during

the

year

Shareholder’s Name

ALFONS HOLLENSTEIN

DANIEL SPAELTI

HO BOON ENG

NITIN MANDHANA13 9829 0.047 0 9829 0.047 0 0

14 8000 0.039 0 8000 0.039 0 0

15 5000 0.024 0 5000 0.024 0 0

16 18250 0.088 0 1250 0.006 0 0.082

17 625 0.003 0 625 0.003 0 0

20744717 20744717

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

No. of

shares

% of total

shares of the

company

No. of

Shares

1

i 18250 0.0879742

ii -17000

iii 1250

SN Increase/D

ecrease in

No. of

shares % of total

shares of the

company

Cumulative Shareholding

during the year

At the beginning of the year

Increase/Decrease During The year

Shareholding at the

beginning of the

year

Particulars

Vivek Kumar

NITIN MANDHANA

NARAYANDAS MANDHANA

V BALAJI BHAT

VIVEK KUMAR

SAROJ NANDKISHORE RATHI

At the end of the year 0.006

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Increase/De

crease in No.

of shares

No. of shares No. of

shares

1

i 6013657 0 0

ii 0 0 0

iii. 0 0 6013657

2

i 2800000 0 0

ii 0 0 0

iii 0 0 2800000

3

i 2216610 0 0

SN

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

Kamal Kishor Finvest

Pvt. Ltd

Anand Rathi Global

Finance Ltd.

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

Cumulative Shareholding

during the year

% of total

shares of the

company

% of total

shares of the

company

For Each of the Top

10 Shareholders

Shareholding at the beginning of

the year

ANDREW FINVEST

PVT LTDAt the beginning of the

year

28.989

0

0

14.451

0

0

10.685

0

0

28.989

0

0

14.451

0

Ii 0 0 0

iii 0 0 2216610

4

i 1747189 0 0

ii 0 0 0

iii 0 0 1747189

5

i 1378668 0 0

ii 0 0 0

iii 0 0 1378668

6

i 900000 0 0

ii 0 0 0

iii 0 0 900000

Decrease: Capital

Reduction

At the end of the year

year

Decrease: Capital

Reduction

At the end of the year

Religare Finvest Ltd.

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

Forever Merchants

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

Famy Care Ltd.

At the beginning of the

year

0

0

9.017

0

0

7.115

0

4.645

0

0

0

10.685

0

0

9.017

0

0

7.115

0

0

4.645

7

i 700000 0 0

ii 0 0 0

iii 0 0 700000

8

i 687448 0 0

ii 0 0 0

iii 0 0 687448

9

i 626696 0 0

ii 0 0 0

iii 0 0 626696

10

i 580251 0 0

ii 0 0 0

Ashika Stock Broking

Ltd.

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

KAVITA MANDHANA

At the beginning of the

year

Decrease : Capital

Reduction

At the end of the year

Saroj Plantations Pvt.

Ltd.

At the beginning of the

year

Decrease: Capital

Reduction

At the end of the year

Talma Chemical

Industries Pvt. Ltd

At the beginning of the

year

Decrease: Capital

Reduction

3.612

0

0

3.313

0

0

3.234

0

0

2.994

0

0

0

3.612

0

0

3.313

0

0

3.234

0

0

iii 0 0 580251

E) Shareholding of Directors and Key Managerial Personnel:

% of total

shares of the

company

% of

total

shares

of the

compan1

i0.047

00

ii 0

iii 0.047 0 0.047

SN

Nitin N Mandhana

9829

0

At the beginning of the

year

Reduction

At the end of the year 0 2.994

Note: The Paid Up Share Capital as on 1.4.2014 and 31.3.2015 was Rs. 2074.47 Lakhs and Rs.2074.47 Lakhs

respectively.

Cumulative Shareholding

during the year

Shareholding at the beginning of

the year

No. of shares No. of shares

Shareholding of each

Directors and each Key

Managerial Personnel

Increase/D

ecrease in

No. of

shares

At the end of the year 9829

Note: None of the other Directors / Key Management Personnel held any shares at the beginning and end of the

financial year ended March 31, 2015.

0

9829

a. Decrease – Capital

Reduction -

b. Increase

Deposits

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Secured Loans

excluding deposits

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the

financial year

* Addition

* Reduction

Net Change

1631.61

0.00

0.00

1631.61

0.00

0.00

0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(In Lakhs )

Total

Indebtedness

Unsecured Loans

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Indebtedness at the beginning of the

financial year

0.00

31419.46

9763.88

0.00

41183.34

30131.48

6460.13

0.00

36591.61

0.00

0.00

1495.39

0.00

0.00

1495.39

31763.08

6460.13

0.00

38223.22

0.00

0.00

0.00

32914.84

9763.88

0.00

42678.73

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: ( In Lakhs )

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

SN.

CMD

Gross salary

NIL

2

3

5

1

4

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: ( In Lakhs )

Total AmountName of MD/WTD/ Manager

WTD

Particulars of Remuneration

(a) Salary as per provisions contained

in section 17(1) of the Income-tax Act,

1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others-contribution to funds

Due to inadequate profit remuneration is paid as per the limit

prescribed under Part II of Schedule V of the Companies Act,

2013.Act, 2013.

Ceiling as per the Act

Total (A)

(c) Profits in lieu of salary under

section 17(3) Income- tax Act, 1961

SN. Particulars of Remuneration Total Amount

NIL

SN

CEO

1

1

2

B. Remuneration to other directors

Independent Directors

Fee for attending board committee

meetings

Total Managerial Remuneration

Others, please specify

Total (1)

Other Non-Executive Directors

Fee for attending board committee

Commission

Others, please specify

Total (2)

Total (B)=(1+2)

Overall Ceiling as per the Act

Particulars of Remuneration

Gross salary

Key Managerial Personnel

Total

5.72

CS/CFO

5.72

Due to inadequate profit remuneration is paid as per the limit

prescribed under Part II of Schedule V of the Companies

Act,2013.

Name of Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

( In Lakhs )

Commission

2

3

5

0

Section of

the

Companies

Act

Brief

Description

NIL

NIL

4

0

Compounding

0

0

5.72

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

others, specify…

Others-contribution to funds

Total

0

0

0

0

Penalty

A. COMPANY

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Appeal made, if

any (give

Details)

Authority [RD /

NCLT/ COURT]

Details of Penalty /

Punishment/

Compounding fees

imposed

C. OTHER OFFICERS IN DEFAULT

Type

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

0

0

0

0

0

5.72

5.72

0

0

0

0

0

0

Management & Discussion Analysis

Business Review From Design to Delivery Industry Structure and Development The Company does not have any income from operations. The company is looking forward to approval of its Rehabilitation Scheme by the Board of Industrial and Financial Reconstruction (BIFR) for resumption of its operations. The company has implemented necessary steps to reduce the operating and administrative expenses to curtail the cost. Textile Industry The Textile Industry is one of the most important sectors in the Indian Economy and the second largest generator of employment after agriculture. It contributes more than 4% to the GDP and 17% to the country’s export earnings. The Textile sector provides employment to over 3.5 crore people. Opportunities and Threats India has big advantages in terms of being globally the second largest cotton growing country, second largest producer of cotton yarn, third largest exporter of cotton fabric and fourth largest exporter of synthetic fabric. It also has a large pool of available manpower which is a key resource for our Industry. India’s product design and development capability, integrated supply chain and higher level of social compliance scores above some of the other apparel manufacturing countries. The Company has formulated strategies and identified key focus areas to improve performance in the current environment. Growing market share with existing customers while seeking to increase the proportion of value added products, working towards acquiring new customers with complementary product portfolio, improvement in efficiencies through Lean manufacturing initiatives, and sustained focus on financial management, will help us come out of financial difficulties we faced during the financial year 2014-15. Risks and Concerns The Company focuses on exports to the US and European markets with revenues being denominated in USD/EURO. The Company is exposed to risk of currency fluctuations. The Company mitigates this risk through robust foreign currency management practices. Inflationary conditions and rise in wage costs in the country may have impact on the profitability of the Company. Internal control systems and their adequacies Your Company believes in formulating adequate and effective internal control systems and implementing the same, to ensure that assets and interest of the company are safeguarded, and reliability of accounting data and accuracy are ensured with proper checks and balances. The internal control system is improved and modified

continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them .The Company has a robust Management Information system which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings, and corrective actions taken. Discussion on financial performance Income: The Company has suffered huge losses of Rs 11290.45 Lakhs during this year, entire net worth of the company has been eroded and company is registered with the Board for Industrial and Financial Reconstruction. Risk Management The Company is exposed to risk from market fluctuations of foreign exchanges, interest rates, commodity price, business risk, compliance risks and people risks. Foreign Exchange Risk The Company’s policy is to actively manage its long term foreign exchange risk within the framework laid down by the company’s forex policy approved by the Board.

Interest Rate Risk Given the interest rate fluctuations, the company has adopted a prudent and conservative risk mitigating strategy to minimize the interest cost. Commodity price risk

The Company is exposed to the risk of price fluctuation on raw material as well as finished goods in all of its product. The Company proactively manages these risks in inputs through forward booking, inventory management, proactive management of vendor development and relationships. The Company’s strong reputation for quality, product differentiation and service, the existence of a powerful brand image and a robust marketing network mitigates the impact of price risk on finished goods. Risk Element in Individual Businesses Apart from the risks on account of interest rate, foreign exchange and regulatory changes , various businesses of the company are exposed to certain operating business risk, which are managed by regular monitoring and corrective actions . Compliance Risks The Company is exposed to risk attached to various statutes and regulations including the competition Act 2002. The Company is mitigating these risks through regular reviews of legal compliances, through internal as well as external compliances audits.

People Risks Retaining the existing talent pool and attracting new manpower are major risks. The Company has initiated various measures such as rollout of strategic talent management system, training and integration of learning activities. Environment and safety Your Company is conscious of the importance of environmentally clean and safe operations. Your Company ‘s Policy requires the conduct of all operations in such manner so as to ensure safety of all concerned , compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible . Human Resources and Industrial Relations The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business. The Company continues to lay emphasis on people development, especially identifying and nurturing leadership talent in the organization. Cautionary Statement Statements in this report describing the Company’s objectives, projections, estimates, expectations or predications may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include raw material availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors. Date : 14th August 2015 Place : Bangalore

Corporate Governance Report

1. Company’s Philosophy on Corporate Governance Indus Fila considers good corporate governance as a pre requisite for meeting the needs and aspiration of the its stakeholder and firmly believe that same could be achieved by maintaining transparency in its dealing and practice, clear accountability, integrity and strict regulatory compliance All the Directors and Senior Management are committed to the Company’s Code of Conduct, the compliance to which is periodically reviewed. 2. Board of Directors I. Composition of the Board The Board of Directors of the Company consists of one Executive and three Non-Executive Directors. The Chairman of the Board is Non-Executive Director and Independent. Three out of Four Directors are Independent Directors. II. Details of Directors and Directorship held The names and categories of the Directors on the Board and also the number of Directorships and Committee memberships held by them are given below:

Name of the Director

Designation Category Total No. of Directorship

Chairman of other Committee

Member of other Committee

No. of shares held by

Non Executive Director

Mr.Gerhard Bornemann

Chairman Non Executive Director

1 - - Nil

Mr.Nitin N Mandhana

Vice Chairman & Managing Director

Promoter , Executive

6 - 3 N.A

Mr. Raj Kumar Aggarwal

Independent Director

Independent Director

1 - 3 Nil

Mr.Sandeep Choudhary

Independent Director

Independent Director

2 - 3 Nil

Memberships of only Audit Committee, Stakeholder’s Relationship Committee and Nomination & Remuneration Committee have been considered.

As required by the Listing Agreement members of the Board do not have Directorships in more than 15 Companies or a Member of more than 10 Board-level Committees or chairman of more than 5 such Committees.

The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the Company to rectify instances of non compliance, if any. III. Reappointment of Directors Mr. Gerhard Bornemann, retires by rotation, and being eligible, offers himself for reappointment. The brief profile of the Director is as detailed below:

Name of the Director Mr.Gerhard Bornemann

Date of Birth 25.9.1939

Expertise in specific functional areas Operations & Marketing

Qualification Graduate

Direectorship held in other Companies 1

Names of the Companies in which Directorships held

Indus Fila Ltd.

Committee positions held in other Companies

NA

IV. Board Meetings and Annual General Meetings The Board of Directors met 4 (four) times during the year 14.8.14, 15.11.14, 14.2.15, 30.5.15 Attendance at the Board meeting and last Annual General Meeting

Name of the Director No. of Board Meetings attended

Attendance at the last AGM

Mr. Nitin N Mandhana 4 Yes

Mr. Gerhard Bornemann 1 No

Mr. Mr. Raj Kumar Aggarwal 4 No

Mr. Sandeep Choudhary 4 No

V. Code of Conduct The Company has adopted a code of conduct for Executive and Non Executive Directors, Senior Management Personnel and other executives of the Company. The Company has received confirmations from the Executive and Non Executive Directors as well as Senior Management Personnel regarding compliance of the Code during the year under review. The Code of Conduct is posted on the website of the Company.

3. Audit Committee The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. Terms of reference: a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible b. Reviewing ,with management , the quarterly ,half yearly and annual financial statements c. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems. d. Authority to investigate any matter pertaining to the items specified in section 177 of the Companies Act or referred to it by the Board e. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees. f. Reviewing the Company’s financial and risk management policies. g. Periodic discussion with the auditors about internal control systems, scope of audit including the observations of the auditors and review the quarterly, half-yearly, and annual financial statements before submissions to the Board. Composition, Meeting and Attendance: As on March 31st, 2015, the Audit Committee comprised of two Independent Directors and one Executive Director. The composition of the Audit Committee and the details of the meetings attended by members of the Audit Committee are given below:

Name of Member Designation Category No of Meeting Attended

Mr. Raj Kumar Aggarwal

Chairman Independent, Non-executive Director

4

Mr. Sandeep Choudhary

Member Independent, Non-executive Director

4

Mr. Nitin Mandhana Member Vice Chairman & Managing Director

4

Four (4) Audit Committee Meetings were held during the Financial Year ended March 31 , 2015. The dates on which the Audit Committee meetings were held are as follows: 14.8.14, 15.11.14, 14.2.15, 30.5.15. Necessary quorum was present at the above meetings. The Audit Committee Meetings are usually held at the Corporate Office of the Company and are attended by the Managing Director, Finance Head and representatives of Statutory Auditors. The Finance Head acts as the Secretary to the Audit Committee.

4. Nomination & Remuneration Committee Terms of reference The Company has constituted a nomination & remuneration committee of Directors. The broad terms of reference of the Committee are to appraise the performance of Managing / Executive Directors and determine and recommend to the Board, compensation payable to them. Composition, Meetings and Attendance As on March 31 , 2015, the remuneration committee comprised of 3 (three) members. The Chairman of the remuneration committee is an independent director and the members of the remuneration committee include both executive and non-executive directors. There were no Remuneration Committee Meetings held during the financial year 2014-15. The composition of remuneration committee as of March 31, 2014 is given below:

Name of the Member Designation Category

Mr. Gerhard Bornemann Member Independent, Non-executive Director

Mr. Nitin N Mandhana Member Vice Chairman & Managing Director

Mr. Raj Kumar Aggarwal

Chairman Independent, Non-executive Director

Details of remuneration paid to directors during the financial year 2013-14 No Remuneration was paid to any of the executive directors of the Company for the year ended March 31

st, 2015.

Remuneration policy Remuneration to executive directors is based on the years of experience and contribution made by the respective executive directors to the company and in line with the existing industry practice. However no remuneration has been paid to any of the Executive Directors during the Financial Year ended March 31, 2014. Further, sitting fee is not paid to any of the directors of the company. 5. Stakeholder’s Relationship Committee Terms of reference • Investor relations and redressal of shareholders grievances in general and relating to transfer of shares, non-receipt of annual report etc. • Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee. Composition, Meetings and Attendance The composition of Stakeholder’ Relationship committee as on March31, 2015 and the attendance of the members in the meeting held during the financial year 2014-2015 are as follows:

Name of the Member Designation Category No. of meetings attended

Mr . Nitin N Mandhana Member Vice Chairman & Managing Director

4

Mr. Sandeep Choudhary

Member Independent, Non-executive Director

4

Mr. Raj Kumar Aggarwal

Chairman Independent, Non-executive Director

4

Status of investors’ complaints The status of investor’s complaints as on March 31

st, 2015 is as follows:

Number of complaints received during the year NIL

Number of complaints resolved during the year NIL

Number of complaints pending aas of March 31 , 2015 NIL

There were no outstanding complaints as on March 31 , 2015. 6. General Meetings A) Annual General Meeting: The details of last three Annual General Meetings of the Company are as follows:

Financial Year Date Time Venue

2011-2012 20.09.2012 9.00 A.M Registered Office

2012-2013 18.12.2013 9.00 A.M Registered Office

2013-2014 30.9.2013 9.00 A.M. Registered Office

B) Postal Ballot: There were no resolutions passed through Postal Ballot for the financial year 2014-15. 7. Disclosures a) Materially significant related party transactions There were no material significant related party transactions during the financial year 2014-15 that may have potential conflict with the interest of the Company at large. The details of related party transactions as per Accounting Standard – are included in the notes to the accounts.

b) Subsidiary Companies: The revised Clause 49 defines a “material non-listed Indian subsidiary” as an unlisted subsidiary, incorporated in India, whose turnover or net worth ( i.e. paid up capital and free reserves ) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding financial year. As per this definition, Indus Garments (India) Private limited is not a material non listed Indian subsidiary. c) Details of non-compliance with regard to capital market

The Company has complied with all requirements of the regulatory authorities. However, NSE Ltd. and

BSE Ltd. has imposed penalty for delay in submission of certain reports during the FY 2014-15. The

Company has represented to both NSE Ltd. and BSE Ltd. that the delay in timely submission was not

intentional but due to circumstances beyond the control of the Company and have requested them to

waive the same

d) Disclosure of Accounting Treatment In the preparation of financial statements, the Company has followed the Accounting Standards notified by the Central Government of India under the Companies (Accounting Standard) Rules 2006 and with the provision of the Companies Act, 2013.The significant accounting policies which are consistently applied are set out in the Annexure to Notes to the Financial Statements. e) Board Disclosures – Risk Management The Company has a well documented risk management policy which acts as an effective tool in minimizing various risks to which our businesses are exposed to during the course of their day to day operations as well as their strategic actions. Various risks are identified, comprising mainly of price volatility of key inputs, foreign exchange risks, environmental, health and safety risks, breakdown of information system, regulatory and legal risks, etc. All the risks associated with the business are identified and allocated to respective designated owners to manage/control the risks and keep risks exposures within acceptable limit. f) Details of Investments of the Company’s Fund : Short Term Investment: Rs. In Lakhs

In Units of Mutual Funds under Portfolio Management Scheme

NIL

In Commodities & Hedge Instruments thereof NIL

In Short Term Deposit Instruments of Companies / Bank NIL

TOTAL NIL

g) Certification from CEO The requisite certification from the Managing Director required to be given under Clause 49 (V) has been placed before the Board of Directors of the Company. h) Details of Compliance with mandatory requirements and adoption of non-mandatory requirements of Clause 49 of the listing agreement

i. The company has complied with all the mandatory requirements as mandated under Clause 49 of listing agreement. ii. The Company has complied with the non-mandatory requirements relating to remuneration committee. iii. The Company has not implemented the Whistle Blower Policy which is a non-mandatory requirement under the code of Corporate Governance. iv. Details of Shares held by Non-Executive Directors as on 31.03.2015 : No shares held by Non Executive Directors 8. Means of Communication The quarterly / half yearly /annual results and notices as required under Clause 41 of the listing agreement are published in regional as well as national newspapers. Authorized persons of Indus Fila also respond to queries telephonically and by letters. 9. General Shareholder Information a) Annual General Meeting Date: 30

th September, 2015

Time: 9 A.M Venue :Registered Office of the Company b) Financial Year The Financial Year commences from 1

st April, 2014 till 31

st March, 2015.

c) Book Closure The dates of the book closure are 26th September, 2015 to 30th September, 2015 (all days inclusive) d) Dividend Payment In view of losses suffered by company, the Board has not declared dividend for the financial year 2014-15 . e) Listing The equity shares of the Company are listed on the following stock exchanges in India since 08.03.2007: • National Stock Exchange of India Limited (NSE) “Exchange Plaza” Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051 • Bombay Stock Exchange Limited (BSE) P.J. Towers. Dalal Street, Mumbai – 400 001. f) Stock Codes Indus Fila’s Stock Exchange Codes

Name of the Stock Exchange Stock Code

The National Stock Exchange of India Limited (NSE) INDUSFILA

The Bombay Stock Exchange Limited (BSE) 532821

The ISIN code of the Company for equity shares held in demat form is INE025I01012.

g) Market Price Data (BSE) High, Low (based on closing prices) during each month during the year 2014 -2015 on the Bombay Stock Exchange Limited:

Month

Indus Fila at BSE

High Low

April-14 2.94 2.55

May-14 3.83 2.50

June-14 5.11 4.75

July-14 4.93 4.03

Aug-14 4.92 4.04

Sept-14 4,70 3.98

Oct-14 4.69 4.04

Nov-14 4.62 4.14

Dec-14 4.50 4.30

Jan-15 4.23 3.53

Feb-15 3.36 2.21

March-15 2.90 2.21

h) Distribution of Shareholding 1. The distribution of shareholding of the Company as on 31 March 2015 is as follows:

Sl No.

Shares Range Shares % To Capital

No. of Holders

% To Total Holders From To

1 5000 403683 2.08 3012 78.20

5001 10000 301366 1.49 354 9.19

10001 20000 297454 1.53 189 4.91

20001 30000 201516 1.04 77 2.00

30001 40000 147980 0.76 41 1.07

40001 50000 126294 0.65 27 0.70

50001 100000 639222 2.17 57 1.48

100001 Above 18627202 90.26 95 2.47

TOTAL 20744717 3852

2. Shareholding pattern as on March 31

st, 2015

Promoters: 47.63% Public: 52.37%

i) Dematerialization of Shares The equity shares of the company are compulsorily traded in dematerialized form and are available for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted to the Company under Depository System is INE025I01012.

Number of shares held in dematerialized and physical mode as on March 31st, 2015 is as below:

NSDL: 49.84%

CDSL: 40.24%

Physical: 3.31%

j) Registrar and Share Transfer Agents : Link Intime India Pvt Ltd C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai – 400078 Ph: 25963838 Fax : 25946969

k) Share Transfer System The Registrar and Share Transfer Agents, M/s. Link Intime India Pvt Ltd are authorized by the Board for processing of share transfers. Share transfer requests are processed and dispatched to the shareholders generally within 30 days from the date of receipt. All valid requests for dematerialization of shares are processed and confirmations are given to the depositories within the stipulated time. Pursuant to Clause 47( c ) of the Listing Agreement with the Stock Exchanges, on half yearly basis, certificates have been issued by a Company Secretary in Practice for due compliance of share transfer formalities by the Company. Also, pursuant to SEBI (Depositories and Participants) Regulations, 1996, Secretarial Audit is done on a quarterly basis for reconciliation of the share capital of the Company.

l) Outstanding GDR’S /ADR’S etc.

No GDRs / ADRs/ Warrants or Convertible Instruments are outstanding as of the date of this report.

m) Plant Locations

Survey No. 284 & 285 37th KM Stone, Kasaba Hobli, Nelamangala, Bangalore Rural District

– 562 123.

No. 243/1, to 358/3, Thoramavu & Immavu Village, Thandya Industrial Area, Kempi Siddana Hundi,

Nanjangud, Dist Mysore – 571 302.

No. 21-D-2, II Phase, Peenya Industrial

Area, Bangalore – 560 058.

n) Address for Correspondence

REGD. OFFICE

Survey No. 285, 37th KM Stone, Kasaba Hobli, Nelamangala, Bangalore Rural district – 562 123. Ph : 8118 7733501 – 506

Fax : 8118 7733516

For and on behalf of the Board of Directors Place : Bangalore Date : 14.8.2015 Nitin N. Mandhana

Vice Chairman & Managing Director

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2015.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members

Indus Fila Limited

CIN-L17121KA1999PLC025320

Survey No. 285, 37th K.M. Stone,

Kasaba Hobli, Neelamangala 562 123

Bangalore Rural District

I have conducted the Secretarial Audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Indus Fila Limited

(hereinafter called the Company). Secretarial Audit was conducted in a manner that

provided me a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

The Company did not have any commercial activity or operational income during

the year under report. The Company has suffered loss during the year under report.

Based on my verification of the Company’s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the

information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, I hereby report that, In my

opinion, the Company has, during the audit period covering the financial year

ended on 31st March, 2015, complied with the statutory provisions listed hereunder

and also that the Company has proper Board-processes and compliance-mechanism

in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other

records maintained by the Company for the financial year ended on, 31st March, 2015

according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992(‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers)Regulations,2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations,1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme

and Employee Stock Purchase Scheme) Guidelines, 1999 ( Not applicable to the

Company during audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993.

I further report that having regarded to the compliance system prevailing in the

Company and on examination of the relevant documents and records in pursuance

thereof, the company has complied with the following laws applicable to the

Company:

a. The Factories Act, 1948

b. Industries (Development & Regulation) Act, 1951.

c. Acts prescribed under prevention and control of pollution.

d. Labour Laws and Rules there under.

e. The Karnataka Shops & Establishment Act, 1961.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Ltd.;

During the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards mentioned above. However comment

on applicable financial laws like Direct and Indirect tax laws have not been reviewed in

this Audit since the same have been subject to review by Statutory Auditors and other

designated professionals.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors except

appointment of Woman Director on the Board pursuant to Section 149 of the

Companies Act, 2013 and Clause 49II(A)(1) of the Listing Agreement with Stock

Exchanges and appointment of Company Secretary. The changes in the composition of

the Board of Directors that took place during the period under review are carried out in

compliance with the provisions of the Act.

The Company has been advised to give adequate notice is given to all directors, for the

Board Meetings alongwith agenda/detailed notes on agenda at least seven days in

advance and adopt a system for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation

at the meeting.

I further report that the Company is in the process of establishing adequate systems

and processes commensurate with the size of operations of the Company to monitor

and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period no specific events / actions took place

having a major bearing on the Company’s affairs in pursuance of the above referred

laws, rules, regulations, guidelines, standards excepting as follows:

The Company has complied with certain clauses of the Listing Agreement belatedly.

For the late filing, BSE Ltd. and NSE Ltd. have imposed fine and freezed the Promoter’s

shareholding and have asked the Company to pay the amount within May 8, 2015,

failing which the trading of Company’s shares will be suspended with effect from May

15,2015. The Company has made a representation to both BSE Ltd. and NSE Ltd. that

the delay in late submission was not intentional but due to circumstances beyond the

control of the Company and that the Company is currently sick and is unable to pay

the huge fine imposed and have therefore have requested for waiver of the fine.

S. Viswanathan

Company Secretary in Practice

Place: Bengaluru ACS No: 5284

Date: 31.08.2015 CP No: 5284

Encl: Annexure A

Annexure A

To

The Members

Indus Fila Limited

My report of even date is to be read along with this letter.

1) Maintenance of Secretarial record is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records

based on my audit.

2) I have followed the audit practices and process as are appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

Secretarial records. I believe that the process and practices, I followed provide a

reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and Books

of Accounts of the Company.

4) Where ever required, I have obtained the Management representation about the

Compliance of laws, rules and regulations and happening of events etc.

5) The Compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. My examination was

limited to the verification of procedure on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has

conducted the affairs of the Company.

S. Viswanathan

Company Secretary in Practice

ACS No: 5284

CP No: 5284

Place: Bengaluru

Date: 31.08.2015

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

Corporate Identification Number : L17121KA1999PLC025320

Nominal Share Capital: Rs.40,00,00,000/-

Paid-Up Share Capital: Rs.20,74,47,170/-

To,

The Members of Indus Fila Limited

We have examined the compliance of conditions of Corporate Governance by Indus Fila

Limited for the year ended March 31, 2015, as stipulated in Clause 49 of the Listing Agreement

of the said Company with the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the

Management. Our examination was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance with the conditions of Corporate

Governance as stipulated in the said Clause. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations

given to us, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement except Clause

49II(A)(1) with regard to appointment of woman director.

We further state that such compliance is neither an assurance as to the future viability of

the Company nor the efficiency or effectiveness with which the management has

conducted the affairs of the Company.

S.Viswanathan

Company Secretary in Practice

ACS No. 5284

Place: Bangalore CP No. 5284

Date: 14.08.2015

CERTIFICATE FROM CHIEF EXECUTIVE OFFICER

I, Nitin N Mandhana, Voice Chairman & Managing Director to the best of my

knowledge and belief, certify that:

(a) I have received the financial statements and the cash flow statement for the year

ended 31st March 2015, and that to the best of my 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 incompliance with existing accounting standards, applicable

laws and regulations.

(b) There are to the best of my knowledge and belief, no transactions entered into by

the Company during the year that are fraudulent, illegal or volatile of the Company’s

code of conduct.

(c) I accept the responsibility for establishing and maintaining internal controls for

financial reporting and that I 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 I am aware and the steps taken or propose to take to

rectify these deficiencies.

(d) I have indicated to the auditors and the 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 financial statements; and

(iii) Instances of significant fraud of which I 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 systems over financial

reporting.

Nitin N Mandhana Vice Chairman & Managing Director

Place : Bangalore

Date : August 14, 2015

INDEPENDENT AUDITOR’S REPORT

To

THE MEMBERS OF INDUS FILA LIMITED,

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s Indusfila

Limited, (“the Company”) which comprise the Balance Sheet as at 31st March 2015, the

Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a

summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5)

of the Companies Act, 2013 (“the Act”) with respect to the preparation of these

standalone financial statements that give a true and fair view of the financial position,

financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable

and prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based

on our audit.

We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

the disclosures in the financial statements. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal financial control relevant to the Company’s preparation of

the financial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on whether the Company has in place an adequate internal financial controls

system over financial reporting and the operating effectiveness of such controls. An audit

also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Company’s Directors, as well as

evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given

to us, the aforesaid standalone financial statements give the information required by the

Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of affairs of the Company

as at 31st March 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

a) Without qualifying our opinion, we draw attention to Note (1) of the Notes to

financial statements. The Company’s operating results has been materially affected

due to various factors as at 31st March 2015, the Company’s accumulated losses has

fully eroded the net worth of the company. The appropriateness of the going concern

assumption is dependent on the company’s ability to establish consistent profitable

operations as well as raising adequate finance to meet its short term and long term

obligations. As discussed in the said note, the management believes that the going

concern assumption is appropriate and no adjustments have been made in the

financial statements for the year ended 31st March 2015.

b) Without qualifying our opinion, we draw attention to Note 25(k) of the financial

statements towards highlighting the negative income in the statement of profit and

loss for the year ended 31st March 2015.

c) Without qualifying our opinion, we draw attention to Note 25(o) of the financial

statement regarding that the management has not carried out the impairment

analysis in accordance with the requirement of Accounting Standard-28-Ïmpairment

of Assets” in respect of all its units that are not in operation for last two years. In the

absence of such analysis, we are unable to comment on the carrying value of the

fixed assets and the consequential impact, if any, on the Profit/loss for the year

2014-15.

d) Without qualifying our opinion, we draw attention to Note 25(p) of the financial

statements regarding that the management has not prepared the Bank Reconciliation

Statements for the banks due to non-availability of bank statement or bank

confirmation. In the absence of such statement, we are unable to comment on the

correctness of bank balances and the consequential impact, if any, in the financial

statements for the year 2014-15.

e) Without qualifying our opinion, we draw attention to Note 25(q) of the financial

statements that the management has computed interest on the term loans and cash

credit accounts based on the rates of terms of sanction due to non-availability of

loan statement or confirmation. The management believes that difference, if any,

between the computed interest and actual interest charged will not be material. In

the absence of such above information, we are unable to comment on the interest

charged and consequential impact, if any, on the profit and loss account for the year

2014-15.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued

by the Central Government of India in terms of sub-section 11 of section 143 of the

Act, we give in the Annexure of statement on the matters specified in paragraph 3

and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to

the best of our knowledge and belief were necessary 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 it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow

Statement dealt with by this Report are in agreement with the books of

account;

(d) In our opinion, the aforesaid standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7

of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on

31st March, 2015 taken on record by the Board of Directors, none of the

directors is disqualified as on 31st March, 2015 from being appointed as a

director in terms of Section 164 (2) of the Act; and

(f) With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in

our opinion and to the best of our information and according to the

explanations given to us:

i. The Company has disclosed the impact of pending litigation on its

financial position in its financial statements – Refer Note: 25 to the

financial statements.

ii. The Company did not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the

Investor Education and Protection Fund by the Company.

FOR SURI & CO

CHARTERED ACCOUNTANTS

Firm Regn No: 004283S

(G Rangarajan)

PLACE : Bangalore Partner

DATE : 30/05/2015 M.No: 024107

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

INDUSFILA LIMITED

i) a) The Company is maintaining proper records showing full particulars, including

quantitative details and situation of fixed assets.

b) These fixed assets have been physically verified by the management at

reasonable intervals and as explained to us, no material discrepancies were

noticed on such verification during the year.

ii) a) Physical verification of inventory has been conducted at reasonable intervals by

the management.

b) In our opinion and according to the information and explanation given to us, the

procedures of physical verification of inventory followed by the management are

reasonable and adequate in relation to the size of the Company and the nature

of its business.

c) The Company is maintaining proper records of inventory. As explained to us, the

discrepancies noticed on physical verification were not material and the same

have been properly dealt with in the books of account.

iii) The Company has not granted any loans, secured or unsecured to companies, firms or

other parties covered in the register maintained under Section 189 of the Companies

Act, 2013. Accordingly, the provisions stated in paragraph 3(iii)(a) and 3(iii)(b) of the

Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, the

Company has an adequate internal control system commensurate with the size of the

Company and the nature of its business, for the purchase of inventory and fixed

assets and for the sale of goods and services. We have not observed any major

weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public within the meaning of

Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules

framed thereunder.

vi) We have broadly reviewed the cost records maintained by the Company in respect

of products where the Central Government has prescribed maintenance of cost

records under sub section (1) of section 148 of the Companies Act, 2013 and are of

the opinion that, prima facie the prescribed accounts and records have been made

and maintained. We have, however, not made a detailed examination of the records

with a view to determine whether they are accurate or complete.

vii) a) The Company is not regular in depositing undisputed statutory dues including

provident fund, employees’ state insurance, income tax, sales-tax, wealth tax,

service tax, duty of customs, duty of excise, value added tax, cess and other

statutory dues with the appropriate authorities . There are no undisputed

statutory dues payable in respect of above which were outstanding as at 31st

March 2015 for a period of more than six months from the date they became

payable except for the following.

Nature of Dues Amount outstanding Period of Outstanding

Dividend Distribution Tax Rs 16,46,404/- A.Y 2008-09

Provident Fund Contribution Rs. 7,19,169/- F.Y 2011-12

Provident Fund Contribution Rs. 24,98,449/- F.Y 2012-13

Provident Fund Contribution Rs. 14,26,911/- F.Y 2013-14

Employees State Insurance

Corporation Rs. 47,01,239/- F.Y 2012-13

Employees State Insurance

Corporation Rs. 1,03,47,317/- F.Y 2013-14

Tax Deducted at Source Rs.52,11,725/- A.Y 2011-12

Tax Deducted at Source Rs. 13,70,438/- A.Y 2012-13

Tax Deducted at Source Rs. 33,31,127/- A.Y 2013-14

Tax Deducted at Source Rs. 10,85,097/- A.Y 2014-15

Tax Deducted at Source Rs. 2,02,495/- A.Y 2015-16

Service Tax on reverse

Charge Rs. 32,15,768/- Before FY 2013-14

Tax collected at source Rs. 11,290/- Before FY 2013-14

Profession Tax Rs. 8,74,200/- Before FY 2013-14

b) According to the information and explanations furnished to us, the details of

disputed statutory dues are as under:

Name of the

Statute

Nature of

dues

Amount

disputed (Rs.)

Amount

Paid (Rs.)

Forum where

dispute is pending

Income Tax Act, 1961

Income Tax Rs.1670 Lakhs Nil

Commissioner of

Income Tax

(Appeals)

Income Tax Act, 1961

Income Tax Rs.503.5 Lakhs Nil

Commissioner of

Income Tax

(Appeals)

Income Tax Act, 1961

Income Tax Rs.705.3 Lakhs Nil

Commissioner of

Income Tax

(Appeals)

Income Tax Act, 1961

Income Tax Rs. 1769.47

Lakhs Nil

Commissioner of

Income Tax

(Appeals)

Karnataka Tax

on Entry of

Goods Act

Entry Tax,

interest and

penalty

Rs.0.47 Lakhs

Nil

Joint Commissioner

of Commercial Tax

Karnataka

Value Added

Tax Act 2003

KVAT,

interest and

penalty

Rs.45.21 Lakhs

Nil

Joint Commissioner

of Commercial Tax

CST Act 1956 CST, interest

and penalty

Rs.1.02 Lakhs Nil

Joint Commissioner

of Commercial Tax

CST Act 1956 CST, interest

and penalty

Rs. 1.01 Lakhs Nil

Joint Commissioner

of Commercial Tax

c) There were no amounts which were required to be transferred to investor

education and protection fund by the Company

viii) The accumulated losses of the Company as on 31st March 2015 exceeds more than

50% of the net worth of the Company. The Company has incurred cash losses during

the financial year and also in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the

Company has defaulted in repayment of dues to banks. The default in respect of

principal and interest is Rs. 364.99 crores.

x) According to the information and explanations given to us, the company has given

guarantee for loans taken by subsidiary company/firms from a bank, the terms and

conditions of which are not prima facie prejudicial to the interest of the Company.

xi) According to the information and explanations given to us the Company has applied

the term loans for the purpose for which they were obtained. No term loan has

been availed during the year.

xii) During the course of examination of the books and records and according to the

information and explanations given to us, no fraud on or by the company has been

noticed or reported during the year.

Note No As on 31st March 2015 As on 31st March 2014

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share capital 2 20 35 62 170 20 35 62 170

(b) Reserves and surplus 3 (347 69 00 542) (234 78 54 698)

(2) Non-current liabilities

(a) Long term borrowings 4 47 38 43 676 63 58 63 502

(b) Deferred tax liabilities (net) 5 16 44 00 024 16 84 08 006

(3) Current liabilities

(a) Short- term borrowings 6 210 08 17 242 198 56 41 302

(b) Trade payables 7 33 22 98 174 38 76 27 669

(c) Other current liabilities 8 198 91 97 041 153 61 24 369

(d) Short-term provisions 9 7 32 64 078 8 96 95 470

186 04 81 863 265 90 67 790

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 10 101 51 31 988 115 00 80 712

(ii) Capital work-in-progress 6 62 01 040 6 62 01 040

(b) Non-current investments 11 10 200 9 89 30 610

(c) Long term loans and advances 12 4 16 89 204 4 32 50 835

(2) Current assets

(a) Inventories 13 NIL 57 73 122

(b) Trade receivables 14 63 26 90 273 107 70 77 753

(c) Cash and cash equivalents 15 84 62 038 99 92 710

(d) Short-term loans and advances 16 4 38 47 268 15 59 48 292

(e) Other current assets 17 5 24 49 852 5 18 12 717

186 04 81 863 265 90 67 790

See accompanying notes to financial statements

Vide our report of even date attached

For SURI & CO.,

Chartered Accountants

Firm Regn. No:004283S

G Rangarajan

Partner

M.No.024107

Place: Bangalore

Date: 30th May 2015

BALANCE SHEET AS ON 31st MARCH 2015

INDUS FILA LIMITED

(Nitin N Mandhana)

Vice Chairman & Managing Director

Rajkumar Aggarwal

Director

for and on behalf of the Board of Directors

ParticularsNote

No

For the year ended 31st

March 2015

For the period ended

31st March 2014

REVENUE

I. Revenue from operations

Sales of products (refer note no. 26(k)) (63 95 09 819) (93 34 86 101)

Sales of services 1 30 07 950 14 38 48 404

Other operating revenue ( refer note no.26(l)) 6 21 904 35 74 312

(62 58 79 965) (78 60 63 385)

II. Other income 18 25 13 62 581 1 24 52 243

III. Total revenue (I+II) (37 45 17 384) (77 36 11 142)

EXPENSES

Cost of materials consumed 19 15 836 1 26 75 549

Other manufacturing expenses 20 30 25 860 2 27 92 184

Changes in inventories of finished goods and work in

progress21

57 73 122 18 07 81 459

Employee benefits expense 22 69 17 813 17 68 72 446

Finance costs 23 48 74 25 059 36 70 09 932

Depreciation expense 11 13 49 48 723 6 64 10 436

Other expense 24 12 04 30 029 6 64 85 972

IV. Total expenses 75 85 36 442 89 30 27 978

V.

Profit/(Loss) before exceptional & extraordinary items

& tax (III-IV) (113 30 53 826) (166 66 39 120)

VI. Exceptional items NIL NIL

VII.

Profit/(Loss) before extraordinary items & tax (PBT)

(V-VI) (113 30 53 826) (166 66 39 120)

VIII. Extraordinary items NIL NIL

IX. Profit/(Loss) before tax (PBT) (VII-VIII) (113 30 53 826) (166 66 39 120)

X. Tax expense of continuing operations:

Current tax NIL NIL

Earlier year taxes NIL 2 21 56 513

Earlier year taxes- fringe benefit NIL 3 708

Deferred tax ( 40 07 982) 9 12 66 657

( 40 07 982) 11 34 26 878

XI.

Profit/(loss) for the year from continuing operations

(IX-X) (112 90 45 844) (178 00 65 998)

XII. Profit/(loss) for the year [Profit After Tax (PAT)] (112 90 45 844) (178 00 65 998)

XIII. Earnings per equity share

Basic & diluted -54.43 -85.81

Weighted average no. of shares used in

computing earnings per share 2 07 44 717 2 07 44 717

See accompanying notes to financial statements

Vide our report of even date attached

For SURI & CO.,

Chartered Accountants

Firm Regn. No:004283S

G Rangarajan

Partner

M.No.024107

Place: Bangalore

Date: 30th May 2015

INDUS FILA LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2015

Nitin N Mandhana

Rajkumar Aggarwal

Vice Chairman & Managing Director

Director

for and behalf of Board of Directors

2. (A) Authorised, Issued, Subscribed, Paid-up share capital and par value per share

Particulars As on 31st March 2015 As on 31st March 2014

Authorised Share Capital

4,00,00,000 Equity Shares of `.10/- each 40 00 00 000 40 00 00 000

(Previous year 4,00,00,000 equity shares of `.10/- each)

Issued & Subscribed Share Capital

2,07,44,717 equity shares of `10/- each 20 74 47 170 20 74 47 170

(Previous year 2,07,44,717 equity shares of `.10/- each)

Paid-up Share Capital

2,07,44,717 equity shares of `10/- each 20 74 47 170 20 74 47 170

(Previous year 2,07,44,717 equity shares of `.10/- each)

less: Amount recoverable from ESOP Trust ( 38 85 000) ( 38 85 000)

Total 20 35 62 170 20 35 62 170

(B) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year

ParticularsFor the year ended 31st

March 2015

For the period ended 31st

March 2014

Number of shares outstanding as the beginning of the

year 2 07 44 717 2 07 44 717

Add:

Number of shares allotted during the year NIL NIL

Number of shares outstanding as at the end of the year 2 07 44 717 2 07 44 717

(C) Shares in the company held by each shareholder holding more than 5% shares

Sl.no Name of the shareholderNumber of shares held in

the companyPercentage of shares held

1 M/s Kamal Kishore Finvest Private Limited 60 13 657 28.99%

2 M/s Andrew Finvest Pvt Ltd 22 16 610 10.69%

3 M/s Religare Finvest Ltd 17 47 189 8.42%

4 M/s Forever Merchants Pvt Ltd 13 78 668 6.65%

Total 113 56 124 54.74%

Amount

1 22 910

1 35 72 700

Particulars

Allotment of shares as fully paid-up pursuant to contracts without payments being

received in cash

12,291 Equity Shares of Rs. 10 Each fully paid-up allotted on 25th June 2010 pursuant to

scheme of Amalgamation with Tulip Apparel Private Limited

13,57,270 Equity Sahres of Rs. 10 Each fully paid up allotted on 11th October 2011 as

Preferential allotment for Convertion of Unsecured Loan into Euity Shares

(D) Details of allotments of shares for consideration other than cash(during the period of five

years from 01.04.2009 to 31.03.2014)

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

3. RESERVES AND SURPLUS

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Securities Premium Reserve

Opening Balance 89 95 29 810 89 95 29 810

Add: Transfer during the period NIL NIL

Closing Balance 89 95 29 810 89 95 29 810

(B) Amalgamation Reserve

Opening Balance 48 75 590 48 75 590

Add: Transfer during the period NIL NIL

Closing Balance 48 75 590 48 75 590

(C) Statement of Profit and Loss

Opening Balance (325 22 60 098) (62 31 37 076)

Add: Transfer during the period (112 90 45 844) (262 91 23 022)

Closing Balance (438 13 05 942) (325 22 60 098)

Less: Appropriations

-- Proposed Dividend NIL NIL

-- Dividend Distribution Tax NIL NIL

-- Transfer to General Reserve NIL NIL

(438 13 05 942) (325 22 60 098)

Total (347 69 00 542) (234 78 54 698)

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

4. LONG TERM BORROWINGS

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) TERM LOANS FROM BANKS

Secured

- Term Loans From Banks 46 84 57 703 63 04 77 529

(B) LOANS AND ADVANCES FROM RELATED PARTIES

Unsecured

From Directors and Associates 53 85 973 53 85 973

Total 47 38 43 676 63 58 63 502

5. DEFERRED TAX LIABILITIES (NET)

Particulars

As on 31st March

2015

As on 31st March

2014

Deferred Tax liabilities 16 44 00 024 16 84 08 006

Deferred Tax Assets NIL NIL

Deferred Tax Liabilities (Net) 16 44 00 024 16 84 08 006

Movement of deferred tax

Particulars

As on 31st March

2015

As on 31st March

2014

Deferred Tax Liability on account of:

Depreciation & Others 16 44 00 024 15 94 39 015

Total 16 44 00 024 15 94 39 015

Deferred Tax Assets:

Unabsorbed Business Loss/ Depreciation NIL NIL

Other tax disallowances NIL NIL

Total NIL NIL

Deferred Tax Liability/ (Asset) (Net) 16 44 00 024 15 94 39 015

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

Nature of Security

The above Term loan from Banks are secured by

a) First pari-passu charge on all the fixed assets, present and future of the company.

b) Pari-passu second charge on all the current assets, present and future of the company.

Terms of Repayment of above Term loan from banks

a) Out of the total term loans, Rs 7.24 crores (as on 31.03.2014 Rs.9.95 crores) is repayable in 28 Quarterly

installments commencing from June 2012. Last installment due in March 2019. Rate of interest @ 11.75% p.a. as

period ended(previous year 11.75% p.a.)

c)Out of the total term loans, Rs 12.36 crores (as on 31.03.2014 Rs.16.53 crores) is repayable in 32 Quarterly

installments commencing from June 2011. Last installment due in March 2019. Rate of interest @ 11.75% p.a. as

period ended (previous year 11.75% p.a.)

b)Out of the total term loans,Rs.24.15 crores (as on 31.03.2014 Rs.32.35 crores) is repayable in 36 Quarterly

installments commencing from June 2010. Last installment due in March 2019. Rate of interest @ 11.75% p.a. as

period ended (previous year 11.75 % p.a.)

d)Out of the total term loans, Rs.3.10 crores (as on31.03.2014 Rs.4.21 crores) is repayable in 40 Quarterly

installments commencing from June 2009. Last installment due in March 2019. Rate of interest @ 11.75% p.a. as

period ended (previous year 11.75 % p.a.)

e) Continuing default- Rs.132,00,62,792/- from the year 2010-11 ( as on31st March 2014 Rs.105,41,69,457/-).

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

6. SHORT-TERM BORROWINGS

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) LOANS REPAYABLE ON DEMAND

Secured

-- From Banks

Working Capital Loans repayable on demand (secured against hypothecation

of all current assets present and future) 195 66 64 528 182 78 66 639

(B) LOANS AND ADVANCES FROM RELATED PARTIES

Unsecured

--From Directors & Relatives of Directors 7 03 68 022 5 71 35 766

--From Shareholders 1 80 00 000 1 80 00 000

(C) OTHERS

Unsecured

Inter Corporate Deposit & Others 5 57 84 692 8 26 38 897

Total 210 08 17 242 198 56 41 302

7.CURRENT LIABILITIES

ParticularsAs on 31st March

2015

As on 31st March

2014

Trade Payables -

-- Raw Materials 5 85 57 939 8 36 64 492

-- Consumables 5 02 29 267 5 51 76 611

-- Expenses & Others 17 71 34 614 20 24 72 754

Others-

-- Capital goods 2 67 78 354 4 63 13 812

--Advance for sale of capital goods 1 95 98 000 NIL

Payable to Micro, Small and Medium Enterprises NIL NIL

( Refer Note no. 26(f) notes to accounts)

Total 33 22 98 174 38 76 27 669

8. OTHER CURRENT LIABILITIES

ParticularsAs on 31st March

2015

As on 31st March

2014

Current maturities of long term debt 71 68 23 486 55 48 03 660

Interest accrued and due on borrowings 97 63 88 465 64 60 13 279

Unpaid/unclaimed dividends 24 339 24 339

Advance from Customers 5 34 66 416 5 28 56 105

Other Liabilities

--PF,ESI & Professional Tax 2 44 68 056 7 45 71 561

--TDS 1 13 59 689 3 00 57 735

--Service Tax 32 15 768 21 86 299

--VAT 2 19 787 2 20 061

Credit balance in bank accounts 20 32 31 034 17 53 91 330

Total 198 91 97 041 153 61 24 369

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

9. SHORT-TERM PROVISIONS

ParticularsAs on 31st March

2015

As on 31st March

2014

Provision For Bonus 71 84 654 1 50 74 474

Provision For Gratuity- Refer Note no.27( c) NIL 85 41 572

Provision for dividends (including dividend distribution tax) 16 46 404 16 46 404

Provision for Income Tax 6 44 33 020 6 44 33 020

Total 7 32 64 078 8 96 95 470

11. NON-CURRENT INVESTMENTS

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Trade Investments

Unquoted

Investments in Equity Instruments 9 89 20 410 9 89 20 410

(1,97,999 shares of Face Value of Rs.100/- each, fully paid up at cost)

Less: Provision for dimunition in value of Investment 9 89 20 410 NIL

(B) Non-trade Investments

Unquoted

Investment in Government or trust securities 10 200 10 200

Total 10 200 9 89 30 610

12. LONG-TERM LOANS AND ADVANCES

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Security Deposits

Unsecured, Considered good 3 63 91 587 3 65 91 587

(B) Advances Due From Directors

Unsecured, Considered good 32 49 000 32 49 000

(C) Capital Advances

Unsecured, Considered good 20 48 617 34 10 248

Total 4 16 89 204 4 32 50 835

13. INVENTORIES ( as certified by the management)

ParticularsAs on 31st March

2015

As on 31st March

2014

(a) Finished Goods

(i) in stock NIL 57 73 122

Total NIL 57 73 122

14. TRADE RECEIVABLES

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Trade receivables outstanding for more than six months from the date

they become due for payment:

(i) Unsecured, Considered good 63 26 90 273 100 99 04 987

(ii) Doubtful 69 79 157 22 90 44 367

Less: Allowance for bad and doubtful debts 69 79 157 22 90 44 367

Total (A) 63 26 90 273 100 99 04 987

(B) Trade receivables - Others

(i) Unsecured, Considered good NIL 6 71 72 766

Total (B) NIL 6 71 72 766

Total (A+B) 63 26 90 273 107 70 77 753

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

15. CASH AND CASH EQUIVALENTS

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Cash and cash equivalents

(i) Earmarked Bank Balances

Unpaid dividend bank account 24 339 24 339

(ii) Bank balances

In Current account 10 68 476 13 48 600

(iii) Cash on hand 43 14 496 57 94 406

Total(A) 54 07 311 71 67 345

(B) Other Bank Balances

(i) Bank Balances held as margin money or as security against Letter of Credit

-- Maturity period less than 12 months 27 23 888 27 23 888

-- Maturity period more than 12 months 3 30 839 1 01 477

Total(B) 30 54 727 28 25 365

TOTAL (A)+(B) 84 62 038 99 92 710

16. SHORT-TERM LOANS AND ADVANCES

ParticularsAs on 31st March

2015

As on 31st March

2014

(A) Loans and Advances to related parties

To Directors & Relative of Directors

Unsecured, considered good NIL 65 96 161

(B) Others

Unsecured Considered Good

Advances recoverable in cash or kind or for value to be received in the

normal course of business 11 700 12 866

Advances given to employees 19 33 104 30 31 556

Advances given to suppliers 81 64 932 11 53 86 308

Balances with revenue authorities 2 63 77 401 2 49 21 401

MAT credit entitlement 60 00 000 60 00 000

Capital advances 13 60 131 NIL

Total 4 38 47 268 15 59 48 292

17. OTHER CURRENT ASSETS

ParticularsAs on 31st March

2015

As on 31st March

2014

Other Current Assets

-- TUF Interest receivable 4 72 63 544 4 72 63 544

-- Duty drawback receivable 29 28 008 22 90 873

-- Duty entitlement exemption certificate receivable 21 12 911 21 12 911

-- Insurance claim receivable 1 37 000 1 37 000

-- Interest receivable 8 389 8 389

Total 5 24 49 852 5 18 12 717

10. FIXED ASSETS - TANGIBLE

Reconciliation of the gross carrying amounts and net carrying amounts at the beginning and at the end of the year

As on 31st March

2014

Additional

adjustment

during the year

Deductions

during the year

As on 31st March

2015

As on 31st March

2014

Additional

adjustment

during the year

Deductions

during the year

As on 31st March

2015

As on 31st March

2014

As on 31st March

2015

1. Land

- Owned 4 02 63 930 NIL NIL 4 02 63 930 NIL NIL NIL NIL 4 02 63 930 4 02 63 930

2. Buildings

- Owned 36 35 32 261 NIL NIL 36 35 32 261 14 99 61 290 1 76 28 469 NIL 16 75 89 759 21 35 70 971 19 59 42 502

3. Plant & Equipment

- Owned 142 21 80 811 NIL 142 21 80 811 54 78 20 969 10 44 56 011 NIL 65 22 76 980 87 43 59 842 76 99 03 831

4. Furniture & Fixtures

- Owned 2 81 28 608 NIL NIL 2 81 28 608 1 37 07 793 72 41 202 NIL 2 09 48 995 1 44 20 815 71 79 613

5. Vehicles

- Owned 83 56 067 NIL NIL 83 56 067 61 58 148 13 56 485 75 14 633 21 97 919 8 41 434

6. Office equipments

- Owned 83 68 427 NIL NIL 83 68 427 31 44 953 42 54 803 NIL 73 99 756 52 23 474 9 68 671

7. Canteen equipments

- Owned 1 43 640 NIL NIL 1 43 640 99 880 11 754 NIL 1 11 634 43 760 32 006

8. Computer System

- Owned 1 44 57 993 NIL NIL 1 44 57 993 1 44 57 992 NIL 1 44 57 992 1 1

Total 188 54 31 737 188 54 31 737 73 53 51 025 13 49 48 723 87 02 99 749 115 00 80 712 101 51 31 988

Previous Year (189 19 33 949) ( 6 25 000) ( 71 27 212) (188 54 31 737) (67 48 88 088) (6 64 10 436) ( 59 47 498) (73 53 51 025) (121 70 45 861) (115 00 80 712)

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

Description

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

18. OTHER INCOME

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014 CLAIM & DAMAGES

Profit /(Loss) on sale of assets NIL 2 47 632

Interest from fixed deposit 2 62 519 1 74 313

Interest from others 73 972 64 71 667

Provision no longer required written back 22 29 64 870 55 58 631

Claims and damages 2 75 24 542 NIL

Exchange gain on foreign currency transactions 5 36 678 NIL

Total 25 13 62 581 1 24 52 243

19. COST OF MATERIAL CONSUMED

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Opening Stock NIL 10 01 300

Add : Purchases (net) NIL 1 14 63 924

Add : Freight & Carriage Inward 15 836 2 10 325

Less: Closing Stock NIL NIL

Raw material consumed based on derived basis 15 836 1 26 75 549

Total 15 836 1 26 75 549

Consumption of Raw materials

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Cotton Yarn Consumption 10 01 300

Others incl. Fabric, Trims, Dyes, Chemicals 15 836 1 16 74 249

Total 15 836 1 26 75 549

Value of imports calculated on C I F basis

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Components & Spare parts NIL 37 762

Total NIL 37 762

Consumption of Spare parts & Components

Particulars Imported Indigenous

Value Value Indigenous Imported

Spare parts NIL 4 263 100% 0%

Raw Materials NIL 15 836 100% 0%

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

%

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

20. OTHER MANUFACTURING EXPENSES

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Stores, spares, chemicals and packing materials consumed based on

derived basis 4 263 84 36 282

Repairs - plant and machinery NIL 2 38 016

Repairs - factory buildings 85 631 5 55 657

Power and fuel consumed 29 35 966 92 47 101

Job work charges NIL 43 15 128

Total 30 25 860 2 27 92 184

21. CHANGES IN INVENTORIES

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Increase/(Decrease) in Stock

Finished Goods

Closing stock NIL 57 73 122

Opening stock 57 73 122 5 41 97 252

57 73 122 4 84 24 130

Work-in-Progress

Closing stock NIL NIL

Opening stock NIL 13 23 57 329

NIL 13 23 57 329

Total 57 73 122 18 07 81 459

22. EMPLOYEE BENEFIT EXPENSES

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Salaries and wages, bonus, gratuity and allowances 66 12 346 15 76 65 794

Contribution to PF & other funds NIL 1 81 47 193

Staff welfare expenses 3 05 467 10 59 459

Total 69 17 813 17 68 72 446

23. FINANCE COSTS

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Interest Expense

Interest on term loans 22 81 29 982 13 45 81 789

Interest on other loans 25 92 40 114 23 21 75 652

Bank charges 54 963 67 11 516

Less: Interest income

Tuf interest income NIL 64 59 025

Total 48 74 25 059 36 70 09 932

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

24. OTHER EXPENSES

ParticularsFor the year ended

31st March 2015

For the period ended

31st March 2014

Rent 1 90 000 2 26 43 887

Insurance 9 96 132 15 71 982

Rates and Taxes other than taxes on income 2 82 427 1 74 846

Security Charges 58 87 286 39 63 098

Payment to statutory auditors

- As Auditors 40 000 4 00 000

- For Tax Audit 20 000 1 50 000

- For Taxation matters 25 000

- For company law matters 50 000

- For Service tax 7 416 83 739

- reimbursement of expenses (out of pocket expenses) 52 500

Legal, Professional and consultancy charges 54 73 185 82 77 614

Advertisement, Publicity and Sale Promotion 18 296 3 47 351

Sampling & Inspection NIL 32 710

Repairs and Maintenance

- Vehicle 1 74 896 4 78 278

- Others 3 73 662 6 89 127

Communication Costs 1 89 295 6 83 281

Printing and Stationery 21 853 4 47 591

Travelling and conveyance 57 21 803 44 32 507

Freight and Forwarding 1 90 408 8 60 208

Provision for Bad & doubtful debts NIL 56 73 622

Provision for dimunition in value of Investment 9 89 20 410 NIL

Sundry Advances Written Off 7 38 870 6 40 128

Exchange Loss on Foreign Currency Transactions NIL 1 17 67 935

Miscellaneous expenses 11 84 089 18 39 151

Prior Period Expenses NIL 12 01 417

Total 12 04 30 029 6 64 85 972

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

25. Other notes

Particulars Rs. Rs.

Earnings 31.03.2015 31.03.2014

Exports - FOB Value 1 27 71 151 2 37 74 869

Expenditure

Import of Raw Materials NIL 37 762

NIL 37 762

b) Operating Lease:

Particulars 31.03.2015 31.03.2014

Within one year of the balance sheet date * NIL 2 37 48 156

Due in a period between one year and five years * NIL 9 30 54 715

Due after 5 years* NIL NIL

Rs. In Lakhs

Particulars 31.03.2015 31.03.2014

Contigent liabilities 3782 2970

Capital commitments 1926 1926

e) Earnings Per Share

Particulars 2015 2014

Profit After Tax (112 90 45 844) (178 00 65 998)

Number of shares (Weight Average) 2 07 44 717 2 07 44 717

Basic Earnings per share: Basic & Diluted -54.43 -85.81

The maximum obligations on long term non-cancelable operating lease payable as per the rentals stated in the lease agreement are

a) Earnings & Expenditure in Foreign currency during the year:

c) Disclosure pursuant to Accounting Standard - 15 (revised) - Employee Benefit :

f) The Company is not in the possession of details required for the purpose of classification of creditors as per Micro, Small and

Medium Enterprises Development Act, 2006. Hence the company is unable to furnish the information required under the said Act.

There are no employees who are eligible for gratuity as on 31.03.2015. Hence no provision is considered necessary.

d) The contingent liabilities and the capital commitments for which no provision has been made are as under:

g) Balances in certain party’s accounts are subject to reconciliation and consequent adjustments thereof. In the opinion of the

management the impact of such adjustments, if any, on the financial results would be not material.

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

i) Taxation

j) Bank Balances

i. Andhra Bank , Yeshwanthapur Branch

ii. Canara Bank EEFC $ A/C

iii. Canara Banj ,Mysore-C.A. A/C NO.1046

iv. Canara Bank -Nanjangud-C.A.-1060

v. Corporation Bank - CC A/C 01/050004

vi. Corporation Bank - CB CA /01/22

vii. Corporation Bank- 400012

viii. Corporation Bank EEFC A/C (USD)

ix. Corporation Bank, Mysore– CBCA/01/000011

x. Corporation Bank, Nanjangud-000063

xi. HDFC Bank-0090330002120

xii. ICICI Bank Limited- 028705001608

xiii. Karnataka Bank A/c No: 1182000100020201

xiv. Karnataka Bank A/C NO.1182000100018501

xv. State Bank of India, Meenambakkam Branch- 10775223147

xvi. State Nahavashev A/C NO 10072948718

xvii. State Bank of India -Andheri A/C NO 11147766330

xviii. State Bank of India CC 016000/53002

xix. UCO Bank -Bangalore C.A A/C 1135

Deferred Tax Asset on the unabsorbed business/depreciation loss is not recognised since no virtual certainity can be established

evidencing that sufficient future taxable income will be available against which deferred tax asset can be realised.

k) Turnover of the company is net of sales returns and trade discounts.The negative income in the statement of profit and loss is

due to sales returns on the cancellation of sales. The goods have been repossesed to the extent of cancelled sales and the stock are

valued at cost or realisable value whichever is lower

l) Other Operating revenue represents the export incentives receivable from the government authorities

m) During the 2013-14, the company has made on application with the Board for Industrial and Financial Reconstruction (BIFR)

under section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 on 30th July 2013. Subsequently the application has

been registered in the board vide Case No.61/2013.

p)The Company has not prepared the Bank Reconciliation Statements for the following bank accounts due to non-receipt of bank

statement/bank confirmation from the banks. The unreconciled balances, if any, would not be material.

h) The company operates in one segment, viz., Textiles.

Consequent to listing of the company in stock exchange the company has communicated to the bankers for making necessary

change in the name of the company in their records however some of the bankers have not given effect to the change and

continuing in the erstwhile name

n)The net worth of the wholly owned subsidiary M/s. Indus Garments Pvt. Ltd is fully eroded, and there is a permanent decline in

the value of investment and accordingly the entire value of investments is provided for.

o)The manufacturing unit at Nanjangud, Nelamangala and Peenya having gross block of fixed assets Rs.185,20,32,868/- is not in

operation for the past two years. The units do not have any long term contracts for manufacture and supply of textiles/garments.

This indicates that the cash generating capacity of the fixed assets have been impaired. Accordingly, the management is in process

of testing, wherein future cash flows are being estimated to determine the provision required, if any, in respect of impairment of

fixed assets. Management believes that adjustment to the carrying amount of fixed assets, if any, arising out of testing would not

be material.

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

i. Corporation Bank TL No: 40006

ii. UTI BANK FITL A/C No: 909060033270773

iii. Canara bank 2636773000019

iv. Karnataka Bank TLNo: 1187001600032901

v. Karnataka Bank TL/NO.1187001600030201

vi. Karnataka Bank TL-1187001600025501

vii. Karnataka Bank TLA/c 1187001600033001

viii. UTI Bank Term Loan: 009010600134248

ix. Axis Bank Critical Capex TL NO: 910060032360219

x. Canara bank TL A/c no: 2636773000013

xi. Bills Discounting - Karnataka Bank

xii. Bills Discounting - Axis Bank Ltd

xiii. Corporation Bank - PRTBL

xiv. Corporation Bank CC A/C 40001

xv. Axis Bank -PC LOAN A/C

xvi. Standard Chartered Bank -H06234093655

xvii . Canara FITL 2636747000002

xviii. ABN AMRO

s) Related party disclosure as per AS 18 - refer annexure

Vide our report of even date attached for and behalf of Board of Directors

for Suri & Co

Chartered Accountants

Firm Regn no: 004283S

(G. Rangarajan)

Partner

Memb. No: 024107

Place: Bangalore

Date: 30th May 2015

Rajkumar Aggarwal

Director

Nitin N Mandhana

Vice Chairman & Managing Director

q)The Company has accounted the interest on the following following term loans/ Cash credit accounts at the rates as

per the terms of sanction for the following loan accounts due to non-receipt of loan statement/confirmation from the

banks. The difference between the actual interest and the computed interest, if any, will be not be material.

r) Consequent to the changes in depreciation rates as per Schedule II of Companies Act, 2013, the depreciation charged

is higher by Rs.692.04 lakhs on the assets held at April 1, 2014.

s) Previous year figures have been regrouped / reclassified wherever necessary

Amount Amount

` `

2014-15 2013-14

Net Profit as per Profit & Loss Account (1 13 30 53 826) (1 66 66 39 120)

Adjustments made :

Provision for Gratuity 47 115 10 00 000

Depreciation 13 49 48 723 6 64 10 436

Loss/(Profit) on Sale of Fixed Assets - ( 2 47 632)

Interest Received ( 2 62 519) ( 1 74 313)

Claims & Damages ( 2 75 24 542)

Provision written back ( 22 29 64 870)

Dimunition in value of investment 9 89 20 410

Finance Cost 48 74 25 059 36 70 09 932

Operating Profit before Working Capital Changes -66 24 64 450 -123 26 40 697

(Increase)/Decrease in Stock 57 73 122 18 88 78 179

(Increase)/Decrease in Sundry Debtors 66 73 52 350 1,066,245,795

(Increase)/ Decrease in Loans & Advances/Other current Assets11 30 25 520 15,432,359

Increase/(Decrease) in Sundry Creditors 40 87 89 212 40 29 81 641

119 49 40 204 167 35 37 974

Cash generated from Operations 53 24 75 754 44 08 97 277

Income Taxes Paid - -

Cash Flow before Extraordinary item 53 24 75 754 44 08 97 277

Net Cash from Operating Activities : 53 24 75 754 44 08 97 277

Cash Flows from Investing Activities

Purchase of Fixed Assets - ( 6 25 000)

Proceeds on Disposal of Fixed Assets - 14 27 346

Interest Received 2 62 519 1 74 313

Net Cash from Investing Activities : 262,519 9 76 659

Cash Flows from Financing Activities

Payment of long term borrowings * ( 4 68 43 886) ( 7 29 33 518)

Interest Paid ( 48 74 25 059) ( 36 70 09 932)

Net Cash from Financing Activities : ( 53 42 68 945) ( 43 99 43 450)

( 15 30 672) 19 30 486

Cash and Cash equivalents at beginning of year 99 92 710 80 62 223

Cash and Cash equivalents at end of year 84 62 038 99 92 710

Vide our report of even date attached

For SURI & CO.,

Chartered Accountants

Firm Regn. No:004283S

(G. Rangarajan)

Partner

Memb. No: 024107

Place: Bangalore

Date: 30th May 2015

INDUS FILA LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

(Nitin N Mandhana)

Vice Chairman & Managing Director

Rajkumar Aggarwal

Director

for and behalf of Board of Directors

Transactions

during the period

Amount

Loans and advances taken(Net) 56 76 466

Balance Outstanding

Payable 13 53 92 362

Receivable 3 24 90 000

1 Mr. Nitin N Mandhana : Vice Chairman & Managing Director

2 Mr. Shashikant Mandhana : Executive Director Till 31-05-2014

3 Mr. Prakash G. Mandhana : Executive Director Till 31-05-2014

1 Mrs. Savita Mandhana

2 Mrs. Kavita Mandhana

3 Mrs. Neeta Mandhana

4 Mrs. Nirmala N Mandhana

5 Mrs. Leelavati G Mandhana

6 Mr . Narayandas mandhana

1 Indus Garments Private Limited

1 Abhay Weaving Mills Pvt. Ltd.

2 Abhijeet Weaving Mills Pvt. Ltd.

3 Ahaan Weaving Mills Pvt. Ltd.

4 Andrew Finvest Pvt Ltd

5 Avinash Weaving Mills Pvt. Ltd.

6 Indus Infoways Pvt. Ltd

7 Kamal Kishor Finvest Pvt Ltd

8 Kavita Weaving Mills Pvt. Ltd

9 Neeta Weaving Mills Pvt. Ltd

10 Niharika Weaving Mills Pvt. Ltd

11 Nirmala Hosieries Mills Pvt. Ltd

12 Parag Investment Pvt. Ltd

13 Propellor Infotech

14 Savita Textiles Pvt. Ltd

15 Siddhant Spinning & Weaving Mills Pvt. Ltd

16 Sneha Textiles Private Limited

17 Vedant Weaving Mills Pvt. Ltd

18 Vir Retail Private Limited

19 Tulsi Weaving Mills

Vide our report of even date attached

For SURI & CO.,

Chartered Accountants

Firm Regn. No:004283S

(G. Rangarajan)

Partner

Memb. No: 024107

Place: Bangalore

Date: 30th May 2015

Rajkumar Aggarwal

Director

Name of Related Parties & Relationships

Associates (Enterprises in which Key Management Personnel or their relatives exercise significant

influence)

(Nitin N Mandhana)

Wholly Owned Subsidiary Company

Vice Chairman & Managing Director

for and behalf of Board of Directors

Related Party Transaction Disclosure as Per AS-18

Transaction with the key Management Personnel:-

Transaction with relatives of key Management Personnel :-

Particulars

Transactions with Associates:-

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST

MARCH 2015

Note No.1

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with the accounting principles generally accepted in India and comply with the mandatory Accounting Standards notified by the Central Government of India under The Companies (Accounting Standards) Rules, 2006 and with the provisions of the Companies Act, 2013. The Company’s operating results continue to be materially affected by various factors and the company has continuously implemented various measures to mitigate those factors to improve the operating results and cash flows. In addition, the company continues to explore various options to raise finance in order to meet its short term and long term obligations. The Company believes that operations will be improved considering the measures taken. Accordingly the financial statements have been prepared on going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

1. USE OF ESTIMATES

The preparation of the financial statements is in conformity with GAAP requires Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively.

2. FIXED ASSETS AND DEPRECIATION

a. Fixed Assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing asset to its working condition for its intended use (including therein proportionate expenditure during construction period). Financing costs relating to acquisition of fixed assets are also included to the extent they relate to the period till such assets are ready to put to use.

b. Depreciation is provided on Straight Line basis as per Schedule II to the

Companies Act, 2013.

c. In respect of buildings on lease hold land, cost is amortized as depreciation over the period of lease.

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

3. INVENTORIES

Inventories are valued at lower of cost or net realizable value. Cost includes all cost of purchase, applicable duties and taxes, cost of conversion and other costs incurred in bringing the inventories to their present location and condition and in the case Finished Goods and Work-in-progress includes appropriate allocated/apportioned production overheads.

4. FOREIGN CURRENCY TRANSACTION

Monetary assets and liabilities are restated at the date of Balance Sheet. The resultant difference is charged / credited to Profit and Loss Account except in respect of liabilities related to fixed assets which is adjusted to the fixed assets. In respect of Foreign Currency Forward / Derivative contracts entered for hedge the outstanding contracts are evaluated with the foreseeable future transaction and in event of the material shortfall in the estimate of future transaction corresponding forward adjustment is made for the forward / derivative contracts, at the Balance Sheet date. However exchange Loss / Gain on the date of maturity of forward / derivative are adjusted in the profit and loss account of the period.

5. REVENUE RECOGNITION

a. Revenue in respect of sales is recognized on transfer of significant risks and rewards of ownership which is generally at the point of despatch of materials to customers.

b. Other revenues including drawback claims etc., are recognized with due

consideration for significant uncertainty if any in realization of such dues.

6. RETIREMENT BENEFITS

a. Defined Contribution Plan :-

In respect of provident fund benefits the company makes the stipulated contribution in respect of the employees to the regional provident fund authority under which the company's liability is limited to the extent of the contribution.

b. Defined Benefit Plan :-

The liability for defined benefit plan of the gratuity is determined on the basis of actuarial valuation at the end of the year using projected unit credit method. However, the liability has not been funded. Actuarial gain & loss which comprises experience adjustments & effect of change in actuarial assumption are recognized in the Profit & Loss Account.

7. INVESTMENTS

Long term investments are stated at cost (net of provisions), if any, for diminution in value which is not temporary. Current investments are stated at lower of cost or fair value determined with reference to its market value reliability in consonance with the nature of underlying asset.

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

8. BORROWING COSTS

Interest and other borrowing costs are charged to the profit and loss account except in cases where the borrowing is directly attributable to the acquisition, construction or production of an asset or group of assets, which take(s) substantial period of time to get ready for intended use. All other interest and other borrowing costs are recognised as expenses in the period in which they are incurred.

9. TAXES ON INCOME

Income taxes are accounted in accordance with Accounting Standard 22 on Accounting for Taxes on Income. Tax expense comprises of both current and deferred tax.

Current Tax

Current tax is determined as the amount of tax payable in respect of taxable income for the period using the applicable tax rates and tax laws.

Deferred Tax

Deferred Tax Assets and Liabilities are recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods and are measured using the tax rates enacted or substantively enacted as at the Balance Sheet date. Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for their appropriateness of their respective caring value at each balance sheet date.

10. IMPAIRMENT OF ASSET

The Company assesses the impairment of assets with reference to each Cash Generating Unit (CGU) at each Balance Sheet date if events or changes in circumstances, based on internal and external factors, indicate that the carrying value may not be recoverable in full. The loss on account of impairment, which is the difference between the carrying amount and recoverable amount, is accounted accordingly. Recoverable amount of a CGU is its net Selling price or value in use whichever is higher. The value in use is arrived at on the basis of estimated future cash flows discounted at company's pre-tax borrowing rates.

11. PROVISIONS & CONTINGENCIES:

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which reliable estimate can be made. Provisions are not discounted to present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST

MARCH 2015

Note No.1

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with the accounting principles generally accepted in India and comply with the mandatory Accounting Standards notified by the Central Government of India under The Companies (Accounting Standards) Rules, 2006 and with the provisions of the Companies Act, 2013. The Company’s operating results continue to be materially affected by various factors and the company has continuously implemented various measures to mitigate those factors to improve the operating results and cash flows. In addition, the company continues to explore various options to raise finance in order to meet its short term and long term obligations. The Company believes that operations will be improved considering the measures taken. Accordingly the financial statements have been prepared on going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

1. USE OF ESTIMATES

The preparation of the financial statements is in conformity with GAAP requires Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively.

2. FIXED ASSETS AND DEPRECIATION

a. Fixed Assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing asset to its working condition for its intended use (including therein proportionate expenditure during construction period). Financing costs relating to acquisition of fixed assets are also included to the extent they relate to the period till such assets are ready to put to use.

b. Depreciation is provided on Straight Line basis as per Schedule II to the

Companies Act, 2013.

c. In respect of buildings on lease hold land, cost is amortized as depreciation over the period of lease.

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

3. INVENTORIES

Inventories are valued at lower of cost or net realizable value. Cost includes all cost of purchase, applicable duties and taxes, cost of conversion and other costs incurred in bringing the inventories to their present location and condition and in the case Finished Goods and Work-in-progress includes appropriate allocated/apportioned production overheads.

4. FOREIGN CURRENCY TRANSACTION

Monetary assets and liabilities are restated at the date of Balance Sheet. The resultant difference is charged / credited to Profit and Loss Account except in respect of liabilities related to fixed assets which is adjusted to the fixed assets. In respect of Foreign Currency Forward / Derivative contracts entered for hedge the outstanding contracts are evaluated with the foreseeable future transaction and in event of the material shortfall in the estimate of future transaction corresponding forward adjustment is made for the forward / derivative contracts, at the Balance Sheet date. However exchange Loss / Gain on the date of maturity of forward / derivative are adjusted in the profit and loss account of the period.

5. REVENUE RECOGNITION

a. Revenue in respect of sales is recognized on transfer of significant risks and rewards of ownership which is generally at the point of despatch of materials to customers.

b. Other revenues including drawback claims etc., are recognized with due

consideration for significant uncertainty if any in realization of such dues.

6. RETIREMENT BENEFITS

a. Defined Contribution Plan :-

In respect of provident fund benefits the company makes the stipulated contribution in respect of the employees to the regional provident fund authority under which the company's liability is limited to the extent of the contribution.

b. Defined Benefit Plan :-

The liability for defined benefit plan of the gratuity is determined on the basis of actuarial valuation at the end of the year using projected unit credit method. However, the liability has not been funded. Actuarial gain & loss which comprises experience adjustments & effect of change in actuarial assumption are recognized in the Profit & Loss Account.

7. INVESTMENTS

Long term investments are stated at cost (net of provisions), if any, for diminution in value which is not temporary. Current investments are stated at lower of cost or fair value determined with reference to its market value reliability in consonance with the nature of underlying asset.

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

8. BORROWING COSTS

Interest and other borrowing costs are charged to the profit and loss account except in cases where the borrowing is directly attributable to the acquisition, construction or production of an asset or group of assets, which take(s) substantial period of time to get ready for intended use. All other interest and other borrowing costs are recognised as expenses in the period in which they are incurred.

9. TAXES ON INCOME

Income taxes are accounted in accordance with Accounting Standard 22 on Accounting for Taxes on Income. Tax expense comprises of both current and deferred tax.

Current Tax

Current tax is determined as the amount of tax payable in respect of taxable income for the period using the applicable tax rates and tax laws.

Deferred Tax

Deferred Tax Assets and Liabilities are recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods and are measured using the tax rates enacted or substantively enacted as at the Balance Sheet date. Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for their appropriateness of their respective caring value at each balance sheet date.

10. IMPAIRMENT OF ASSET

The Company assesses the impairment of assets with reference to each Cash Generating Unit (CGU) at each Balance Sheet date if events or changes in circumstances, based on internal and external factors, indicate that the carrying value may not be recoverable in full. The loss on account of impairment, which is the difference between the carrying amount and recoverable amount, is accounted accordingly. Recoverable amount of a CGU is its net Selling price or value in use whichever is higher. The value in use is arrived at on the basis of estimated future cash flows discounted at company's pre-tax borrowing rates.

11. PROVISIONS & CONTINGENCIES:

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which reliable estimate can be made. Provisions are not discounted to present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet

ATTENDANCE SLIP

INDUS FILA LIMITED CIN : L17121KA1999PLC025320

Regd. Office: Survey No 285, 37th K M Stone, Kasaba Hobli, Nelamangala

Bangalore Rural District – 562 123

DP ID Folio No. Client ID No. of Shares Name of the Member Name of the Proxy I hereby record my presence at the ANNUAL GENERAL MEETING of the Company held on Wednesday , 30

th September 2015 at No 284-285, T Begur Village, Kasaba Hobli, Nelamangala, Bangalore Rural

District – 562 123, Karnataka at 9:00 AM Member’s / Proxy’s Signature Note: 1. Please complete the Folio / DP ID – Client ID No. and name, sign this Attendance Slip and handover at the Attendance Verification Counter at THE MEETING HALL Note : Please refer the details and instructions form integral part of the Notice for the Annual General Meeting.

PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013and rule 19(3) of the Companies (Management

and Administration) Rules, 2014]

INDUS FILA LIMITED CIN : L17121KA1999PLC025320

Regd.Office: Survey No 285, 37th KM Stone, Kasaba Hobli, Nelamangala

Bangalore RuralDistrict–562123 Name of the member(s): Registered address: E-mail ID: Folio No/Client ID: DP ID: I/We being the member(s) of shares ………….. ….. of INDUS FILA LIMITED, hereby appoint: 1) Name:......................................................... Address........................................................ Email ID...........................................Signature..................................................or failing him; 2) Name:......................................................... Address........................................................ Email ID...........................................Signature..................................................or failing him; 3) Name:......................................................... Address........................................................ Email ID...........................................Signature..................................................or failing him; as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday, September 30, 2015 at 9.00 A.M at Survey No 285, 37

th K M Stone, Kasaba

Hobli, Nelamangala, Bangalore Rural District – 562 123, and at any adjournment thereof in respect of such

resolutions as are indicated overleaf:

S No Resolution OPTIONAL FOR AGAINST

1 To receive, consider and adopt the Balance Sheet as at March 31, 2015, Profit & Loss Account for the year ended as on that date and the

report of the Board of Directors and Auditors thereon.

2 To appoint Chairman in place of Mr. Gerhard Bornemann who retires by rotation and being eligible, offers himself for re – appointment

3 To re-appoint Auditors and to fix their remuneration

Signed this................................... day of ............................. 2015 Signature of Shareholder ........................................................................ Notes

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting 2. For the resolutions, explanatory statements and Notes, please refer to the Notice of Annual General Meeting

3.* It is optional to put ‘✔’ in the appropriate column against the Resolutions indicated in the Box. If you leave the

‘For’ or ‘Against’ column blank against any or all resolution, your proxy will be entitled to vote in the manner as he / she thinks appropriate 4. Please complete all details including details of member(s) in the above box before submission.

Affix Revenue Stamp not less than ` Rs 1