Directors Report of Mafatlal Industries Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 111^th Annual Report on the business and operations of the
Company and the Audited Financial Statements for the financial year ended on March 31,2025.

FINANCIAL RESULTS

The financial results of the Company are as under:

'' in Crores

Particulars	Current Year 2024-25	Previous Year 2023-24
Revenue from operations	2,807.23	2,078.41
Other income	38.07	63.81
Total income	2,845.30	2,142.22
EBITDA	106.53	109.37
Less: Depreciation and amortization expenses	15.03	15.00
Less: Finance costs	10.96	15.34
Profit before exceptional items	80.54	79.04
Exceptional items	(6.00)	-
Profit before taxes	74.54	79.04
Tax expense/(benefits)	(23.60)	(19.71)
Profit after taxes	98.14	98.75

OVERVIEW, STATE OF THE COMPANY AFFAIRS AND
THE YEAR IN RETROSPECT

2024-25 unfolded amid global economic uncertainty
and heightened geopolitical tensions. Despite these
challenges, the Indian economy continued its growth
trajectory, driven by resilient domestic consumption,
strong macroeconomic fundamentals, expanding
export opportunities and supportive government
initiatives.

In line with this broader economic momentum, the
Company delivered a strong financial performance
during the year, further strengthening its leadership
position in the school and corporate uniform segment.
This growth was enabled by the Company''s robust
pan-India supply chain, a mature vendor ecosystem,
and a demonstrated ability to efficiently execute large-
scale institutional orders.

For 2024-25, the Company reported a Total Income of
'' 2,845.30 Crores, marking a year-on-year growth of
33%. It is noteworthy that the EBITDA for 2023-24
included a one-time gain of '' 38.2 Crores from the sale of

investment properties and assets held for sale. No such
non-recurring income was recorded during 2024-25.
Excluding this one-time gain, the Company exhibited
a substantial improvement in its core operating
profitability. EBITDA for 2024-25 stood at '' 106.53
Crores, while Net Profit was '' 98.14 Crores, reflecting
strong operational execution and prudent financial
management.

BORROWINGS, LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company repaid
long-term borrowings amounting to '' 17.16 Crores,
reinforcing its commitment to prudent financial
management and a stronger balance sheet. The
Company extends its sincere appreciation to its
banking partners and financial institutions for their
continued support and confidence, which have been
instrumental in facilitating its growth and meeting its
financial obligations.

In accordance with the provisions of Section 186
of the Companies Act, 2013, the Company has not

granted any loans or provided any guarantees during
the financial year. However, the Company has made
an investment of '' 60 lakhs in the equity share capital
of its newly incorporated subsidiary, Pieflowtech
Solutions Private Limited (PSPL).

CREDIT RATING

During 2024-25, the Company''s credit profile
witnessed a notable improvement, as evidenced by
upgrades from two leading credit rating agencies.

Acuite Ratings & Research Limited revised the
Company''s credit rating to ''ACUITE BBB '' (Upgraded)
with a Stable outlook for long-term facilities and to
''ACUITE A2'' (Upgraded) for short-term facilities.

CARE Ratings Limited also upgraded the Company''s
credit ratings to ''CARE BBB '' with a Stable outlook
for long-term facilities and ''CARE A2'' for short-term
facilities.

These upgrades reflect the Company''s stronger
financial position, consistent operational performance
and sound credit metrics. A detailed analysis of the
Company''s financial and operational performance
is presented in the Management Discussion and
Analysis Report, which forms an integral part of this
Annual Report.

DIVIDEND

During the year under review, the Board of Directors
declared and paid an Interim Dividend of '' 1/- per
equity share of '' 2/- each (i.e., 50% of the face value),
which was disbursed in August 2024. Further, based
on the Company''s performance, the Board has
recommended a final dividend of '' 1/- per equity share
of '' 2/- each (i.e., 50% of the face value) for the financial
year ended March 31,2025, subject to the approval of
members at the ensuing 111^th Annual General Meeting.
With this, the total dividend for 2024-25 amounts to
'' 2/- per equity share of '' 2/- each, representing 100%
of the face value.

The dividend recommendation is in accordance with
the Company''s Dividend Distribution Policy, which is
available on the Company''s website at: https://www.
mafatlals.com/investors/.

In accordance with SEBI Circular SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37 dated March 16,

2023 and SEBI Circular SEBI/HO/MIRSD/POD-1/P/
CIR/2024/81 dated June 10, 2024 (effective from
April 1, 2024), dividend payments will be withheld for
shareholders holding shares in physical form if any
KYC details are not updated as of the record date.
Intimations have already been sent to the concerned
shareholders, advising them to update their KYC
details by submitting the relevant ISR forms along with
self-attested supporting documents. These forms can
be downloaded from the websites of the Company and
its Registrar and Transfer Agent (RTA).

Pursuant to the Finance Act, 2020, read with applicable
provisions of the Income-tax Act, 1961, dividend
income is taxable in the hands of shareholders with
effect from April 1, 2020. Accordingly, the Company
shall deduct tax at source (TDS) on the dividend
payment at the prescribed rates, in compliance with
applicable tax laws.

UNCLAIMED DIVIDEND AND INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013 (''the Act'') read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (''the IEPF Rules''),
during the year the Company transferred unclaimed
dividend amounting to '' 4,86,570/- to the Investor
Education and Protection Fund (''IEPF''), established by
the Government of India. Further, a total of 10,72,644
shares were transferred to the demat account of
the IEPF, in accordance with the IEPF Rules, as the
dividend on these shares had remained unclaimed by
the shareholders for seven years. Details of the shares
and dividend transferred to the IEPF account are
available on the Company''s website at: https://www.
mafatlals.com/investors/.

The nodal officer for the purpose of Compliances
relating to IEPF is Mr. Amish P. Shah, Company
Secretary and Compliance Officer of the Company. The
details of the same are mentioned on the Company''s
website.

CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company allotted an
aggregate of 4,07,500 fully paid-up equity shares of
'' 2/- each under the Mafatlal Employee Stock Option

Scheme, 2017. Consequently, the subscribed and
paid-up equity share capital of the Company increased
from '' 14,30,05,860/- to '' 14,38,20,860/-, comprising
7,19,10,430 equity shares of '' 2/- each.

There was no issue of equity shares with differential
rights as to dividend, voting, or otherwise during the
year. Additionally, the Company did not undertake any
buyback of shares during the year under review.

SCHEME OF THE ARRANGEMENT FOR CAPITAL
REDUCTION AND CAPITAL REORGANIZATION

The Board of Directors, at its meeting held on
November 14, 2022, approved a Scheme of
Arrangement ("Scheme”) between the Company and
its Shareholders for the reduction and reorganisation
of the Company''s capital. Under this Scheme, the
credit balances of various reserves appearing in the
Balance Sheet were proposed to be adjusted against
the entire debit balance of Retained Earnings.

The Scheme was formulated in accordance with
applicable laws and does not prejudicially affect
the interests of the Company, its shareholders,
or any other stakeholders, nor does it impair the
Company''s operations or its ability to meet financial
commitments.

The National Company Law Tribunal, Ahmedabad
(''NCLT'') approved the Scheme by its order dated
April 29, 2024, specifying March 31, 2024, as the
Appointed/Efficient date. However, as this date
differed from the originally proposed Appointed
Date of April 1, 2022, the Company, on May 6, 2024,
filed an interlocutory application with the NCLT
seeking modification of the order to reflect the
originally proposed date, i.e. March 31,2023. Pending
adjudication of the application and based on legal
opinion obtained, the effect of the Scheme was not
incorporated in the financial statements for the
financial year 2023-24.

Subsequently, the NCLT, by its order dated
June 27, 2024, allowed the application and revised
the Appointed Date to March 31,2023. As the audited
financial statements for 2023-24 had already been
approved by the Board on May 27, 2024, the effect of
the Scheme has been accounted for in the first quarter
of 2024-25.

APPOINTMENT/RE-APPOINTMENT AND CESSATION
OF DIRECTORS

Appointment of Directors

Based on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors
of the Company, at its meeting held on May 27, 2024,
approved the re-appointment of Mr. Atul K. Srivastava
(DIN: 00046776) as an Independent Director for a
second term of five consecutive years, effective from
August 4, 2024 and appointment of Mr. Abhay R.
Jadeja (DIN: 03319142) and Mr. Ashutosh S. Bishnoi
(DIN: 02926849) as Independent Directors for a
first term of five consecutive years, effective from
May 27, 2024. The appointments and re-appointment
were duly approved by the shareholders at the
110^th Annual General Meeting held on August 2, 2024.

Further, based on the recommendations of the
Nomination and Remuneration Committee, the Board
of Directors of the Company, at its meeting held
on October 26, 2024, approved the appointment of
Mr. Jyotin K. Mehta (DIN: 00033518) as an Independent
Director for his first term of five consecutive years,
effective from the same date. His appointment
was approved by the shareholders through Special
Resolution (through Postal Ballot) on January 7, 2025.

Based on the recommendations of the Nomination
and Remuneration Committee, the Board of
Directors of the Company, at its meeting held on
February 4, 2025, approved the appointment of Mr. Desh
Deepak Khetrapal (DIN: 02362633) and Dr. Archana
N. Hingorani (DIN: 00028037) as an Independent
Directors for their first term of five consecutive years,
effective from February 4, 2025. These appointments
were also approved by the shareholders through
Special Resolutions passed (through Postal Ballot) on
April 15, 2025.

Re-appointment of Director retiring by rotation

Pursuant to Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Hrishikesh A. Mafatlal (DIN 00009872), retires by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.

The requisite particulars in respect of Directors seeking
re-appointment are provided in Notice convening the
Annual General Meeting.

All the directors of the Company have confirmed that
they are not disqualified from being appointed as
directors under Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of
directors are available on the website of the Company
at : https://www.mafatlals.com/investors/.

Cessation

Upon completion of her respective second terms as
Independent Director, Mrs. Latika P. Pradhan (DIN:
07118801) ceased to be an Independent Director from
the close of business hours on April 16, 2025.

The Company places on record its sincere appreciation
for her contributions during her tenure on the Board.

The second term of Mr. Sujal A. Shah (DIN: 00058019)
and Mr. Gautam G. Chakravarti (DIN: 00004399) as
Independent Directors will conclude at the end of the
day on May 29, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, following are the Key
Managerial Personnel (KMP) of the Company during
the financial year.

• Mr. Priyavrata H. Mafatlal, Managing Director.

• Mr. M. B. Raghunath, Chief Executive Officer.

• Mr. Milan P. Shah, Chief Financial Officer, and

• Mr. Amish P. Shah, Company Secretary

During the year under review, there has been no change
in Key Managerial Personnel of the Company.

Mr. Milan P. Shah, Chief Financial Officer of the
Company, will retire with effect from May 31, 2025.
Based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee,
the Board of Directors, at its meeting held on
May 13, 2025, approved the appointment of Mrs.
Smita Jhanwar as the Chief Financial Officer (CFO) of
the Company with effect from June 1, 2025. She has
been associated with the Company for over nine years
and was appointed as Vice President - Finance in the
previous year.

COMMITTEES OF BOARD

As required under the Companies Act, 2013 and
the SEBI (LODR) Regulations 2015, the Company

has constituted various Statutory Committees. As
of March 31, 2025, the Board has constituted the
following committees /sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility (CSR) Committee

• Share Allotment Committee

• Investment and Diversification Committee

INDEPENDENT DIRECTORS AND THEIR MEETING

In terms of Section 149 of the Companies Act, 2013,
Mr. Atul K. Srivastava, Mr. Gautam G. Chakravarti,
Mr. Sujal A. Shah, Mr. Ashutosh S. Bishnoi, Mr. Abhay R.
Jadeja, Mr. Jyotin K. Mehta, Mr. Desh Deepak Khetrapal,
and Dr. Archana N. Hingorani are the Independent
Directors of the Company.

In accordance with Regulation 25(8) of the SEBI
(LODR) Regulations, 2015, all Independent Directors
have confirmed that they are not aware of any
circumstances or situation which exists or may
reasonably be anticipated to impair or impact
their ability to discharge their duties. Based on the
declarations received from the Independent Directors,
the Board of Directors has confirmed that they meet the
criteria of independence as mentioned under Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (LODR) Regulations, 2015, and
that they are independent of the management. In
the opinion of the Board, there has been no change
in the circumstances which may affect their status
as an Independent Directors of the Company and
the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section
150(1) of the Companies Act, 2013 and applicable
rules thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the Independent
Directors of the Company have included their names in
the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs (''IICA''). During
the year under review, the Non-Executive Independent
Directors (''NEIDs'') of the Company had no pecuniary

relationship or transactions with the Company, other
than sitting fees and commission, as applicable,
received by them.

BOARD EVALUATION

Pursuant to the applicable provisions of the
Companies Act, 2013, as amended from time to time
and in accordance with Regulations 17 and 25 of the
SEBI (LODR) Regulations, 2015, the Board of Directors
has carried out an annual evaluation of its own
performance, the performance of individual Directors
and the functioning of its Committees, including the
Audit Committee, the Nomination and Remuneration
Committee and other Committees of the Board.

The performance evaluation of the Whole-time/
Executive Directors was conducted based on various
qualitative and quantitative criteria including, but
not limited to, qualifications, experience, domain
knowledge, commitment, integrity, leadership
capabilities, strategic vision, level of engagement,
transparency, analytical skills, decision-making and
adherence to sound governance practices.

The Board noted with appreciation the valuable
contributions, strategic insights and guidance provided
by each Director, which have been instrumental in
achieving the Company''s objectives and fostering
sustainable growth.

In addition, as required under Regulation 25 of the
SEBI (LODR) Regulations, 2015, a separate meeting
of the Independent Directors was held, where the
performance of the Non-Independent Directors, the
Board as a whole, and the Chairperson of the Company
was reviewed and evaluated.

POLICY ON APPOINTMENT OF DIRECTORS AND
BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 read with Part
D of Schedule II to SEBI (LODR) Regulations, 2015, the
Nomination and Remuneration Committee (NRC) is
responsible for determining the qualifications, positive
attributes and independence of a Director. The NRC
is also responsible for recommending to the Board, a
policy relating to the remuneration of the Managing
Director, Executive Directors and Directors. In line with
this requirement, the Board has adopted the Policy
on appointment of Directors and Board diversity. The

policy is available on the website of the Company at
https://www.mafatlals.com/investors/.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Board, to the best of their knowledge and
based on the information and explanations received
from the management of the Company, confirms that:

1. the applicable accounting standards have been
followed in preparation of annual accounts for
the financial year ended on March 31, 2025, and
proper explanations have been furnished relating
to material departures.

ii. accounting policies have been selected and
applied consistently and prudent judgments and
estimates have been made to give a true and fair
view of state of affairs of the Company at the end
of the financial year and of the profit and loss of
the Company for the year under review.

iii. proper and sufficient care has been taken for
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities.

iv. the annual accounts for the financial year ended
on March 31, 2025, have been prepared on a
going concern basis.

v. internal financial controls are in place and such
financial controls are adequate and operating
effectively.

vi. adequate systems to ensure compliance with the
provisions of all applicable laws are in place and
operating effectively.

EMPLOYEE STOCK OPTION SCHEME-2017

At the 103^rd Annual General Meeting held on August

2, 2017, the shareholders of the Company approved,
by way of a Special Resolution, the creation of an
Employee Stock Option Pool comprising 34,75,000
equity shares (post-adjustment for the sub-division of
equity shares from '' 10/- each to '' 2/- each), under the
Mafatlal Employee Stock Option Scheme - 2017 (ESOP
Scheme - 2017).

The ESOP Scheme - 2017 has been formulated in
compliance with the provisions of the Securities and
Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, as amended from time to
time, and is also aligned with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021.

In accordance with regulatory requirements, a
certificate from M/s. Umesh Ved & Associates,
Secretarial Auditors of the Company, confirming
that the Scheme complies with the applicable SEBI
regulations, will be made available for inspection by
shareholders at the ensuing 111^th Annual General
Meeting. The disclosures as mandated under the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, along with other applicable
statutory information, are provided in Annexure D to
this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year, the Company incorporated
a subsidiary company named Pieflowtech Solutions
Private Limited (''PSPL''), in which the Company holds
60% of the equity share capital, classifying PSPL as a
subsidiary under the provisions of the Companies Act,

2013. The incorporation of PSPL is a strategic initiative
aimed at strengthening the Company''s footprint in the
technology solutions domain. This move is aligned
with the Company''s long-term strategic objectives and
is expected to enhance consolidated performance in
the forthcoming years.

All requisite disclosures in connection with the
incorporation of PSPL have been duly made to BSE Ltd.
in accordance with the SEBI (LODR) Regulations, 2015.

The financial details of the subsidiary are included in
the Notes to the Consolidated Financial Statements
forming part of this Annual Report. The Company
does not have any material subsidiary or associate
company as defined under applicable regulations.

The Company does not have any material subsidiary,
however, the Company has formulated a policy for
determining material subsidiary(ies) and such policy
has been disclosed on the Company''s website and can
be accessed at: https://www.mafatlals.com/investors/

In accordance with the provisions of Section 129(3)
of the Companies Act, 2013, read with Rule 5 of the

Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial
statements of the Company''s subsidiaries has been
annexed in the prescribed Form AOC-1.

The audited financial statements of the subsidiaries of
the Company for the financial year ended March 31,
2025, have been made available on the Company''s
website at: www.mafatlals.com/investors.

These documents are open for inspection by any
member at the Registered Office of the Company on
all working days (Monday to Friday) between 3:00 p.m.
and 5:00 p.m. The Company will also provide copies of
the said documents to any member upon request.

The Company does not have any joint ventures or
associate companies during the year or at any time
after the closure of the year and till the date of the
report.

As reported last year, Al Fahim Mafatlal Textiles LLC
(UAE) (JV Company) remained non-operational
and since there is no foreseeable beneficial future,
the Board of Directors of the Company and the JV
Partner have consented for voluntary winding up/
closure of that entity. The Company has also written
to the Ministry of Commerce, Department of Economic
Development, Dubai that there has been no operation
of the said JV Company since 2016 and accordingly,
the Company has not applied for renewal of license to
continue to operate the business there. The audited
accounts of that JV Company are not consolidated
with the Accounts of the Company from 2018-19
onwards. Other than as disclosed herein, there is no
company that has ceased to be subsidiary, associate
or joint venture of the Company during the financial
year. The statement containing salient features of the
financial statement of subsidiary company (Pursuant
to the first proviso to sub-section (3) of Section 129
read with Rule 5 of the Companies (Accounts) Rules,
2014) is further annexed as part of the Notes forming a
part of the Consolidated Financial Statement as FORM
AOC-1.

DEPOSITS

The Company has neither accepted nor renewed any
deposits during the financial year ended on March 31,
2025, and as such, does not hold any deposits within the

meaning of Chapter V of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,

2014. Accordingly, no disclosure or reporting is required
in respect of deposits under the said provisions.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments
in the business operations of the Company for the
financial year ended on March 31,2025, to the date of
the signing of the Directors'' Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing IFCs are adequate and commensurate
with the nature, size, and complexity of the business
and business processes followed by the Company. The
Company has a well laid down framework for ensuring
adequate internal controls over financial reporting.

AUDIT TRAIL AND DATA BACK UP

Based on the examination, the Management confirms
that the Company has used accounting software for
maintaining its books of account which has a feature
of audit trail (edit log) and that has operated throughout
the year for all relevant transactions recorded in the
software except that audit trail was not available in
case of modification with certain specific functionality
in the application and for direct database changes.
Further, the Company has not noticed any instance of
audit trail feature being tampered with in cases where
the audit trail feature was enabled. Further, the audit
trail, to the extent maintained in the prior year, has been
preserved. Further, the Company has also implemented
practices for daily backups of the entire database and
application in remote locations.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT
IN ELECTRONIC MODE

As of March 31,2025, a total of 915 equity shares have
been transferred to the Unclaimed Share Suspense
Account in accordance with Regulation 39(4) read with
Schedule VI of the SEBI (LODR) Regulations, 2015.

The voting rights on these shares shall remain
frozen until the rightful owners claim their shares.
Shareholders entitled to these shares may claim
them by following the procedure prescribed under the
applicable laws and regulations.

SUCCESSION PLAN

The Company has an effective mechanism for
succession planning focusing on the orderly
succession of Directors, Key Management Personnel,
and Senior Management. The Nomination and
Remuneration Committee implements this mechanism
in concurrence with the Board.

FAMILIARIZATION PROGRAMMES FOR THE
INDEPENDENT DIRECTORS

The Company conducts familiarization programmes
for its Independent Directors to provide insights into the
nature of the industry in which the Company operates,
as well as its business model. These programmes
are designed to enable the Directors to perform their
roles effectively and contribute meaningfully to Board
deliberations.

In addition, the Directors are periodically updated
on significant regulatory developments, including
amendments to the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, particularly those pertaining to their
roles, rights, and responsibilities.

There is also regular interaction between the
Independent Directors and the Key Managerial
Personnel (KMPs) to ensure a deeper understanding of
the Company''s operations and key strategic initiatives.

The details of the familiarization programme are
available on the Company''s website at: https://www.
mafatlals.com/investors/.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code
of Conduct (''Code'') to regulate, monitor, and report
trading in its securities by designated persons and
their immediate relatives, in line with the provisions
of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as
amended.

The Code lays down detailed procedures to be
followed by designated persons while trading in the
Company''s securities and while handling or sharing
Unpublished Price Sensitive Information (''UPSI'').
It includes provisions for maintaining a structured
digital database, implementing a robust mechanism

for the prevention of insider trading, and sensitising
employees about the significance and confidentiality
of UPSI.

Additionally, the Code incorporates a Code of Practices
and Procedures for Fair Disclosure of UPSI, ensuring
transparent and timely disclosure in accordance with
regulatory requirements.

The Code is available on the Company''s website at:
https://www.mafatlals.com/investors/.

INDUSTRIAL RELATIONS

The relationship between the employees and
management remained cordial and harmonious
throughout the financial year under review. As of
March 31, 2025, the Company had 1,043 permanent
employees on its payroll, compared to 1,216 in the
previous financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Limited, a part of the Arvind
Mafatlal Group, has been deeply committed to its
social responsibilities, long before CSR became
a statutory obligation. The Company''s initiatives
traditionally focus on poverty alleviation, healthcare,
early childhood education, and the empowerment of
women, particularly in rural India.

In compliance with the provisions of Section 135 of
the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
the Company has constituted a CSR Committee
comprising the following members:

• Mr. Hrishikesh A. Mafatlal - Chairman

• Mr. Atul K. Srivastava - Member

• Mr. Sujal A. Shah - Member

Based on the recommendations of the CSR Committee,
the Board of Directors has adopted a CSR Policy that
reflects the Group''s philosophy and commitment to
meaningful social impact. The Policy outlines the
guiding principles, implementation mechanisms,
and focus areas for CSR initiatives in accordance
with statutory requirements. The CSR policy of the
Company is available on its website at: https://www.
mafatlals.com/investors/

In accordance with Section 135 of the Companies
Act, 2013, the Company''s CSR spending obligation
is determined based on the calculation of net profits
under Section 198 of the Companies Act, 2013. For
2024-25, the Company continues to have accumulated
losses and accordingly, there is no statutory obligation
to spend 2% of the average net profits of the preceding
three financial years on CSR activities.

However, in line with the Arvind Mafatlal Group''s
enduring commitment to social welfare, the Company
voluntarily contributed '' 40 Lakhs towards various
CSR initiatives during the year. To ensure effective
implementation of the CSR Policy, review and approve
the CSR Annual Action Plan, the CSR Committee
convened two meetings during 2024-25, held on May
6, 2024, and October 25, 2024.

The statutory disclosures required under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are annexed to this Report as Annexure E
and form an integral part of the Board''s Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the
Company during the financial year were conducted at
arm''s length and in the ordinary course of business, in
compliance with applicable provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.

There were no materially significant related party
transactions with Promoters, Directors, Key Managerial
Personnel, subsidiary companies, or other designated
persons that could potentially conflict with the interest
of the Company at large.

Further, none of the related party transactions during
the year required approval from the shareholders
under applicable regulations.

In accordance with Regulation 23(2)(c) of the SEBI
(LODR) Regulations, 2015, the Company has obtained
prior approval from the Audit Committee for all related
party transactions involving its subsidiary companies
where the Company itself is not a party, and which fall
within the specified threshold limits.

The Policy on Related Party Transactions, as approved
by the Board of Directors, is available on the Company''s
website at: https://www.mafatlals.com/investors/

The details of all related party transactions undertaken
during the financial year 2024-25 are disclosed in the
Notes to the Financial Statements and also provided in
the prescribed format in Form AOC-2, annexed to this
Report as Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT, CORPORATE GOVERNANCE REPORT

As required under Schedule V (B) and (C) of the
SEBI (LODR) Regulations, 2015, the Management
Discussion and Analysis Report as well as the
Corporate Governance Report are attached herewith
and marked as Annexure I and II respectively and the
same forms the part of this Directors'' Report.

OTHER STATUTORY DISCLOSURES

(a) Number of Board Meetings

The details of Board meetings and the attendance
of the Directors are provided in the Corporate
Governance Report, which forms a part of this
Report.

(b) Committees of Board

Details of the various committees constituted
by the Board of Directors, as per the provisions
of the SEBI (LODR) Regulations, 2015 and
the Companies Act, 2013, are provided in the
Corporate Governance Report which form a part
of this Report.

(c) Vigil Mechanism/Whistle Blower Policy

The Company believes in conducting the affairs
of its constituents in a fair and transparent
manner by adopting the highest standards of
professionalism, honesty, integrity, and ethical
behaviour. In line with this, the Company has
adopted a Whistle Blower Policy and established
an appropriate vigil mechanism to enable
employees and Directors to report concerns
about unethical behaviour, actual or suspected
fraud, or violation of the Company''s code of
conduct, without fear of retaliation.

The mechanism provides for direct access to
the Chairman of the Audit Committee and it is
confirmed that no person has been denied such
access during the financial year.

The Whistle Blower Policy is available on the
Company''s website at: www.mafatlals.com/
investors/ .

(d) Significant and Material Orders Passed by the
Regulators or Courts

There are no significant and material orders
passed by the Regulators or Courts or Tribunals,
which would impact the going concern status and
the Company''s operations.

(e) Annual Return

The Annual Return of the Company as on
March 31,2025, is available on the website of the
Company at www.mafatlals.com/investors/.

(f) Disclosures Under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has put in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
read with other applicable provisions. Internal
Complaints Committees are constituted and
regularly redress complaints, if any. During the
financial year under review, no complaints were
received with regard to sexual harassment from
any employee of the Company and necessary
disclosure for the same has been given to
the concerned Government departments for
respective locations.

(g) Insurance

The Company has taken appropriate insurance
for all assets against foreseeable perils. In line
with the requirements of Regulation 25(10) of the
SEBI (LODR) Regulations 2015, the Company has
in place a directors and officers liability insurance
policy.

(h) Secretarial Standards

The Company has established appropriate
systems to ensure compliance with all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI). The Board
affirms that these systems are adequate and
are operating effectively to ensure consistent
adherence to the prescribed standards.

All applicable Secretarial Standards (SS) have
been complied with by the Company during the
financial year.

(i) Risk Evaluation and Management

Business Risk Evaluation and Management
is an ongoing process embedded within the
Company''s operations. The Company has
established a comprehensive risk management
framework designed to identify, assess, monitor,
and mitigate risks, while also recognizing and
leveraging potential business opportunities.

In accordance with Regulation 21(5) of the SEBI
(LODR) Regulations, 2015, the constitution of
a Risk Management Committee is mandatory
for the top 1,000 listed entities based on market
capitalization as at the end of the immediate
previous financial year. As the Company does not
fall within this threshold, the said provision is not
applicable to the Company.

(j) Policies

During the financial year under review, the Board
of Directors of the Company reviewed all changes
and adopted applicable policies to comply with
the recent amendments in the Companies Act,
2013 and SEBI (LODR) Regulations 2015.
Accordingly, the updated policies are available on
the Company''s website at https://www.mafatlals.
com/investors/.

(k) Cyber Security

The Company has established cyber security
and crisis management policies to prevent
cyber threats and manage incidents pertaining
to cybersecurity and data privacy effectively. It
also tracks emerging practices and technologies
to enhance the security of IT systems and
infrastructure on a continuous basis.

(l) No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there
is no instance of one-time settlement with any
Bank or Financial Institution.

(m) No shares with differential voting rights and
sweat equity shares have been issued. All equity
shares issued by the Company carry equal voting
rights.

(n) There has been no change in the nature of
business of the Company.

(o) As there was no buyback of shares during the
year, the Company has nothing to disclose with
respect to buyback of shares.

AUDITORS

I. Statutory Auditors

Pursuant to the provisions of Section 139 and
other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder,
M/s. Price Waterhouse Chartered Accountants
LLP (Firm registration No.012754N/N500016)
were re-appointed as statutory auditors of
the Company for a period of five years by the
members of the Company at the 108^th Annual
General Meeting (AGM). Their appointment is
effective from the conclusion of the 108^th AGM
till the conclusion of the 113^th AGM, which will be
held in 2027.

The Company received written consent and
a certificate of eligibility in accordance with
Sections 139, 141 and other applicable provisions
of the Companies Act, 2013 and Rules made
thereunder, from M/s. Price Waterhouse Chartered
Accountants LLP. They confirmed to hold a valid
certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI)
as required under the SEBI (LODR) Regulations,

2015. M/s. Price Waterhouse Chartered
Accountants LLP, Chartered Accountants, (Firm
registration No.012754N/N500016) issued
Auditor''s Report for the financial year ended on
March 31, 2025 and there were no qualifications
in Auditors'' Report.

II. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rules framed
thereunder, the Company appointed Mr. Umesh
Ved, M/s. Umesh Ved & Associates, Practising
Company Secretaries, Ahmedabad (FCS No.:
4411, COP No.: 2924 Peer Review No.: 766/2020)
to conduct the Secretarial Audit for 2024-25. The
Secretarial Audit Report is annexed to this Report
as Annexure - III and forms an integral part of the

Board''s Report. The Report does not contain any
qualifications, reservations, or adverse remarks.

I n accordance with Regulation 24A of the SEBI
(LODR) Regulations, 2015, as amended in 2024,
listed entities are required to appoint a peer-
reviewed Secretarial Auditor for a term of five
consecutive years. Such appointment shall
be based on the recommendation of the Audit
Committee and approval of the Board of Directors
and shall be subject to the approval of members
at the Annual General Meeting.

I n compliance with the above requirements, the
Board of Directors of the Company, at its meeting
held on May 13, 2025, upon the recommendation
of the Audit Committee, approved the appointment
of Mr. Umesh Ved, M/s. Umesh Ved & Associates,
Practicing Company Secretary Ahmedabad,
as the Secretarial Auditor of the Company for
a first term of five consecutive financial years
commencing from FY 2025-26 to FY 2029-30,
subject to the approval of the members at the
ensuing 111^th Annual General Meeting of the
Company.

The Company has received a certificate from
Mr. Umesh Ved confirming his eligibility and
consent to act as the Secretarial Auditor, in
accordance with the applicable provisions of
the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

III. Cost Auditor

Pursuant to the provisions of Section 148 of
the Companies Act, 2013, read with the relevant
rules made thereunder, the maintenance of cost
records is applicable to the Company''s ''Textiles''
products. Accordingly, the Company has duly
maintained the requisite cost accounts and
records as prescribed.

The cost audit for the financial year 2023-24
was completed in a timely manner, and the Cost
Audit Report, along with the requisite data in the
prescribed Form CRA-4, was duly filed with the
Ministry of Corporate Affairs (MCA) within the
stipulated timeline.

For the financial year 2024-25, the cost audit of
the Company''s ''Textiles'' segment is being carried

out by M/s. B. Desai & Co. (Firm Registration
No. 005431), Cost Auditors, in accordance with
applicable provisions. The Cost Audit Report for
the financial year 2024-25 will be submitted to the
MCA on or before the due date, after it is reviewed
and approved by the Board of Directors.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 13, 2025, has re-appointed M/s. B.
Desai & Co. as the Cost Auditors of the Company
for the financial year 2025-26, for auditing the
cost records relating to the ''Textiles'' products.

The Audit Committee has received a certificate
from the Cost Auditors confirming their
independence and eligibility to act as Cost
Auditors under applicable laws.

The Board of Directors has approved a
remuneration of '' 4,75,000/- (Rupees Four Lakhs
Seventy-Five Thousand only) plus applicable
taxes, and reimbursement of out-of-pocket
expenses actually incurred for the purpose of the
audit for the financial year 2025-26.

As required under the provisions of Section 148
of the Companies Act, 2013, the remuneration
payable to the Cost Auditors is being placed
before the Members for ratification at the 111^th
Annual General Meeting of the Company.

IV. Internal Auditor

M/s. Aneja Assurance Pvt. Ltd., a reputed
internal audit firm of Mumbai, conducted
the Internal Audit of the Company for
the financial year 2024-25. Based on the
recommendation of the Audit Committee,
the Board of Directors, at its meeting held on
May 13, 2025, appointed M/s. Aneja Assurance
Pvt. Ltd. as the Internal Auditors of the Company
for the financial year 2025-26.

The Audit Committee, in consultation with
the Internal Auditors, determines the scope,
functioning, periodicity, and methodology for
conducting the internal audit to ensure effective
evaluation and monitoring of internal controls
and processes across the organization.

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

Information required under Section 134(3)(m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is enclosed as Annexure - B
and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is enclosed as
Annexure - C and forms a part of the Report.

APPRECIATION

The Board of Directors places on record its sincere
appreciation for the dedicated efforts and commitment
of the Company''s workers, staff and officers, whose
continued contribution has been instrumental in the
Company''s performance.

The Directors also extend their gratitude to the
Company''s customers, business associates, bankers,
government departments, regulatory authorities,
service providers, suppliers and shareholders for their
steadfast support and cooperation during the year.

For and on behalf of the Board of Directors,

Mafatlal Industries Limited,

Hrishikesh A. Mafatlal

Chairman
(DIN: 00009872)

Place: Mumbai
Date: May 13, 2025

---

Mar 31, 2024

Your Board of Directors are pleased to present the 110^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended on March 31,2024.

FINANCIAL RESULTS

The financial results of the Company are as under:

Particulars	Current Year	Previous Year
	2023-24	2022-23
Revenue from operations	2,078.41	1,370.52
Other income	63.81	45.10
Total income	2,142.22	1,415.62
EBITDA	109.37	73.88
Less: Depreciation and amortization expenses	15.00	15.36
Less: Finance costs	15.34	17.72
Profit before exceptional items	79.04	40.81
Exceptional items	0.00	(0.54)
Profit before taxes	79.04	40.27
Tax (expense) / benefits	19.71	(2.79)
Profit after taxes	98.75	37.48

OVERVIEW, STATE OF THE COMPANY AFFAIRS, AND THE YEAR IN RETROSPECT

During the financial year 2023-24 India continued its growth trajectory despite global disruptions. This growth was supported by continuing strength in domestic demand, a rising working-age population and proactive Government policies. Similarly, the Company has also showcased significant improvement in its financial performance, maintaining its leadership position in the school and corporate uniform segment, with an enhanced robust supply chain network across the country, backed by successful implementation of tenders with various State Governments.

During the financial year under review, the Company reported a Total Income of '' 2,142.22 Crores, an EBITDA of '' 109.37 Crore and a Net Profit of '' 79.04 Crores. The Company reported 51% increase in total income, a 48% growth in EBITDA, and a growth of 96% in profit before tax due to improved operational performance and non-core asset monetization.

BORROWINGS, LOANS, GUARANTEES, AND INVESTMENTS

During the financial year under review, the Company repaid long-term borrowings amounting to '' 29.15 Crores. The company expresses gratitude to all the banks and financial institutions for having stood by the Company for its growth and financing requirements. MIL has not granted any loan, given any guarantee, or made any investments as referred to in Section 186 of the Companies Act, 2013.

CREDIT RATING

During the financial year under review, Acuite Ratings & Research Limited assigned the credit rating ''ACUITE BBB’ with stable outlook for long-term facilities and ''ACUITE A3 ’ (Upgraded) for short term facilities.

Care Ratings Limited (CARE) upgraded the credit rating during the year to ''CARE BBB’ with stable outlook for long-term facilities with a tenure of more than one year and ''CARE A3 ’ for short-term facilities with a tenure of up to one year.

A detailed analysis of the financial results has been provided in the Management Discussion and Analysis Report, which forms a part of this Report.

DIVIDEND

While the Company has made profit during the year, the Board of Directors regrets its inability to declare dividend in view of past accumulated losses. It may be noted that the Company has filed Scheme of the Arrangement ("Scheme") between the Company and its Shareholders for reduction and reorganization of its capital. The past accumulated losses will be adjusted against various items of Reserves in the Balance Sheet. Your attention is drawn to para captioned ''Scheme of the Arrangement for capital reduction and capital reorganization’ for more details.

UNCLAIMED DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (''the Act’) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the IEPF Rules’), during the year, unclaimed dividend amounting to '' 7,69,458/- was transferred by the Company to the Investor Education and Protection Fund (''IEPF’), established by the Government of India.

Further, a total of 8,87,845 shares were transferred to the demat account of the IEPF, in accordance with IEPF Rules, as the dividend was not claimed by the shareholders for seven years. Details of the shares and dividend transferred to the IEPF account are available on the website of the Company at www.mafatlals.com/investors/

CAPITAL STRUCTURE OF THE COMPANY

During the year, the Company allotted an aggregate of 9,05,500 fully paid-up equity shares of '' 2/- each under the Mafatlal Employee Stock Option Scheme 2017. Accordingly, the subscribed and paid-up equity share capital of the Company increased from '' 14,11,94,860/- to '' 14,30,05,860/-consisting of 7,15,02,930/- equity shares of '' 2/- each.

There was no issue of equity shares with differential rights related to the dividend, voting, or otherwise, and no buyback of shares.

SCHEME OF THE ARRANGEMENT FOR CAPITAL REDUCTION AND CAPITAL REORGANIZATION

The Board of Directors at their meeting held on November 14, 2022, approved the Scheme of the Arrangement (''Scheme’) between the Company and its Shareholders for reduction and reorganization of capital of the Company wherein the credit balances of various items of Reserves in the Balance Sheet would be adjusted against the entire debit balance of Retained Earnings. The scheme of the Company does not prejudicially affect the Company or its Shareholders or any other Stakeholders. It also does not in any way adversely affect the operations of the Company or its ability to honor its commitments. After the receipt of No Objection Letters from BSE Ltd and based on the direction of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (''Tribunal’) separate meetings of the Equity Shareholders, the Secured Creditors, and the Unsecured Creditors of the Company were held on January 24, 2024, to approve the scheme.

The National Company Law Tribunal, Ahmedabad (''NCLT’), vide its order dated April 29, 2024 (the ''NCLT order’) has approved the Scheme with the Appointed Date / Effective Date as March 31, 2024. Against this, the Company has filed an interlocutory application on May 6, 2024 seeking modification with a plea to reinstate the Appointed date of April 1,2022 in the

NCLT order, in accordance with the Scheme filed on October 10, 2023. The NCLT order with respect to the interlocutory application is awaited. The Company proposes to give the accounting effect prescribed in the Scheme on receiving the approval for the aforesaid interlocutory application from the NCLT which is supported by a legal opinion obtained by the Company. Once the order pursuant to such application is passed by the Tribunal, the Company shall give effect to the Scheme in the books of accounts.

The Scheme, Voting Results along with Scrutinizer’s Report, Tribunal’s Order, and other documents are available on the website of the Company at www.mafatlals.com/investors/

APPOINTMENT/REAPPOINTMENT OF DIRECTORS AND CHANGES IN KEY MANAGERIAL PERSONNEL

Re-appointment - retiring by rotation:

Pursuant to the requirements of the Companies Act, 2013, Mr. Priyavrata H. Mafatlal (DIN 02433237), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Re-appointment of Independent Director:

The first tenure of five years of Mr. Atul K. Srivastava (DIN: 00046776), Independent Director, expires on August 4, 2024. The Board of Directors at its Meeting held on May 27, 2024, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company in the 110^th Annual General meeting, Mr. Atul K Srivastava will be appointed as an Independent Director for a second term of five years from August 5, 2024, up to August 4, 2029, and that such term be continued notwithstanding that he shall cross the age of 75 years during such tenure.

Appointment of Independent Directors:

On May 27, 2024, the Board of Directors on the recommendation of the Nomination and Remuneration Committee and subject to approval from members of the Company in the 110^th Annual General meeting, appointed Mr. Abhay Jadeja (DIN: 03319142) and Mr. Ashutosh Bishnoi (DIN: 02926849), as Independent Directors for a period of five years from May 27, 2024 to May 26, 2029.

As required under provisions of the Act and Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence. None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Continue tenure of Executive Chairman after attaining the age of seventy years:

As per provisions of Section 196(3)(a) of the Companies Act, 2013, no company shall appoint or continue the employment

of any person as managing director, whole-time director or manager who is below the age of twenty-one years or has attained the age of seventy years, provided that appointment of a person who has attained the age of seventy years is made by passing a Special Resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person. Mr. Hrishikesh A. Mafatlal (DIN: 00009872), the Executive Chairman of the Company, will attain the age of 70 (seventy) years on November 24, 2024. On May 27, 2024, the Board of Directors on the recommendation of the Nomination and Remuneration Committee and subject to approval from members of the Company in the 110^th Annual General meeting, approve the proposal to continue Mr. Hrishikesh A. Mafatlal as the Executive Chairman after attaining the age of 70 years, on the existing terms and conditions duly approved by the members in the 107^th Annual General Meeting through a Special Resolution.

The Board recommends the appointment / re-appointment of the above Directors for approval. The brief details of the Directors proposed to be appointed / re-appointed, as required under Regulation 36 of SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

Changes in Key Managerial Personnel:

During the year under review, there has been no change in Key Managerial Personnel of the Company.

INDEPENDENT DIRECTORS AND THEIR MEETING

The Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ''independence'' provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances which could affect their status as Independent Directors during the financial year.

The Independent Directors met on March 28, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, and of the Chairman of the Company after considering the views of Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, quantity, and timeliness of information flow between the Company’s Management and the Board necessary for them to effectively perform their duties.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013, as amended from time to time and Regulations

17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination and Remuneration, and other Committees. The various criteria considered for evaluation of Whole Time / Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors at their separate meeting being held every year.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, is available on the website of the Company at www.mafatlals.com/investors/

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(5) of the Companies Act, 2013, the Board, to the best of its knowledge and belief, confirms that:

i. the applicable accounting standards have been followed in preparation of annual accounts for the Financial Year ended on March 31,2024, and proper explanations have been furnished relating to material departures.

ii. accounting policies have been selected and applied consistently and prudent judgments and estimates have been made to give a true and fair view of state of affairs of the Company at the end of financial year and of profit and loss of the Company for the year under review.

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the financial year ended on March 31,2024, have been prepared on a going concern basis.

v. internal financial controls are in place and that such financial controls are adequate and operating effectively.

vi. adequate systems to ensure compliance with the provisions of all applicable laws are in place and operating effectively.

EMPLOYEE STOCK OPTION SCHEME-2017

The shareholders of the Company at the 103^rd Annual General

Meeting held on August 2, 2017, consented to the creation of 34,75,000 (after adjustment of the sub-division of equity shares of '' 10/- each to '' 2/- each) equity shares Employee Stock Option pool under the Mafatlal Employee Stock Option Scheme, 2017 (ESOP Scheme, 2017) by way of a Special Resolution.

ESOP Scheme, 2017 is in conformity with the Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended and modified from time to time, as well as with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In this regard, a certificate from Umesh Ved & Associates, the Secretarial Auditors of the Company, will be placed at the ensuing 110^th Annual General Meeting for inspection by members.

The detailed information on capital and reserves are provided in the attached audited accounts of the Company. The further disclosures, as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions, are provided in ANNEXURE- D to this Report with other disclosures.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

The financial position of the subsidiary company is given in the Notes to Consolidated Financial Statements. The Company does not have any material subsidiary or associate Company. The Policy on Material Subsidiary, framed by the Board of Directors of the Company, is available on www. mafatlals.com/investors/

The audited accounts of Mafatlal Services Limited, subsidiary of the Company, for the financial year ended on March 31,2024, has been placed on the Company’s website www.mafatlals. com/investors/. It is open for inspection by any member at the Registered Office of the Company on all working days (Monday-Friday) between 3.00 pm to 5.00 pm. The Company will make these documents available on request by any member of the Company who may be interested in obtaining the same.

As reported earlier, Al Fahim Mafatlal Textiles LLC. (UAE) remained non-operational and since there was no foreseeable beneficial future, the Board of Directors of the Company and the joint venture partner decided on a voluntary winding-up/ closure of that entity. The Company wrote to the Ministry of Commerce, Department of Economic Development, Dubai, that there was no operation of the said joint venture company from 2016. Accordingly, the Company has not applied for a renewal of license to continue to operate the business there. The audited accounts of that JV company are not consolidated with the Accounts of the Company from 2018-19 onwards. There is no Company that has become or ceased to be subsidiary, associate or joint venture of the Company during the financial year.

The statement containing salient features of the financial statement of subsidiary company (Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) is further annexed as part of the Notes forming a part of the Consolidated Financial Statement as FORM AOC-1.

DEPOSITS

The Company does not have ''Deposits’ as contemplated under Chapter V of the Companies Act, 2013. Further, it has not invited or accepted any such deposit during the financial year ended on March 31,2024.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company for the financial year ended on March 31, 2024, to the date of the signing of the Directors’ Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing IFCs are adequate and commensurate with the nature, size, and complexity of the business and business processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting.

AUDIT TRAIL AND DATA BACK UP

Based on the examination, the Management confirms that the Company has used accounting software for maintaining its books of account which has a feature of audit trail (edit log) and that has operated throughout the year for all relevant transactions recorded in the software except that audit trail was not available in case of modification with certain specific functionality in the application and for direct database changes. Further, the Company, has not noticed any instance of audit trail feature being tampered with in cases where the audit trail feature was enabled. Further, the Company also has set up practices for daily back up of the entire database and application in remote locations.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT IN ELECTRONIC MODE

As of March 31,2024, 765 equity shares have been transferred into an Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same.

INDUSTRIAL RELATIONS

The relations between the employees and the Management remained cordial and harmonious during the financial year under review. There were 1216 (1121 in the previous financial year) permanent employees on the payroll of the Company as on March 31,2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Limited, a part of the Arvind Mafatlal Group, has been fulfilling its CSR duties for more than 52 years, much before CSR had been statutorily prescribed. The Company’s work in this domain has focused on poverty alleviation, healthcare, education for young children, and upliftment of women across rural India. In conformity with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed a CSR Committee, comprising Mr. Hrishikesh A. Mafatlal, who is the Chairman of the said Committee, and Mr. Atul Kumar Srivastava, and Mr. Sujal Shah, both of whom are Independent Directors.

Based on the recommendations of the CSR Committee, the Board of Directors formulated a CSR Policy encompassing the Group’s and the Company’s philosophy, underlying its CSR activities. It laid down the guidelines and mechanisms for undertaking socially relevant programs in conformity with the statutory provisions. This policy is posted on the website of the Company and available on www.mafatlals.com/investors/.

As per the provisions of Section 135, read with the Section 198 of the Companies Act, 2013, due to the losses incurred by the Company over the years, there was no CSR obligation for financial year 2023-24. Accordingly, there were no meetings of the CSR Committee during the year. The statutory disclosures with respect to CSR is annexed hereto, as an Annexure-E, which is forming a part of this report.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions undertaken by the Company during the financial year. The Company’s policy for related party transactions is posted on the website of the Company and available on www.mafatlals. com/investors/.

The details of all transactions with the related parties are disclosed in Notes, forming a part of the financial statements, annexed to the financial statements for the financial year 2023-24 and annexed as a part of this report in AOC- 2, as an Annexure-A.

All the related party transactions entered into by the Company are in the ordinary course of business and on an arm’s length basis, for which requisite prior approvals from the Audit Committee and the Board of Directors were obtained. None

of the related party transactions require approval from the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT

As required under Schedule V (B) and (C) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report as well as Corporate Governance Report, are attached herewith and marked as Annexure I and II respectively and the same forms the part of this Directors’ Report.

OTHER STATUTORY DISCLOSURES

(a) Number of Board Meetings

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms a part of this Report.

(b) Committees of Board

Details of the various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are provided in the Corporate Governance Report and forms a part of this Report.

(c) Vigil Mechanism / Whistle Blower Policy

The Company adopted a Whistle Blower Policy and established a necessary vigil mechanism for employees and Directors to report concerns about unethical activities. No person had been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at www. mafatlals.com/investors/.

(d) Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and the Company’s operations.

(e) Annual Return

The Annual Return of the Company as on March 31, 2024, is available on the website of the Company at www.mafatlals.com/investors/

(f) Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the said Act, read with other applicable provisions. Internal Complaints

Committees are constituted and regularly redress complaints, if any. During the financial year under review, no complaint was received with regard to sexual harassment from any employee of the Company and necessary disclosure for the same has been given to the concerned Government departments for respective locations.

(g) Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils. In line with the requirements of Regulation 25(10) of the SEBI (LODR) Regulations 2015, the Company has in place a directors and officers liability insurance policy.

(h) Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI), and such systems are adequate and operating effectively.

(i) Risk Evaluation and Management

Business Risk Evaluation and Management is an ongoing process within the organization. The Company has a comprehensive risk management framework to identify, monitor, and minimize risks, while identifying business opportunities.

As per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Since the Company does not feature in this list, the said regulation is not applicable.

(j) Policies

During the financial year under review, the Board of Directors of the Company reviewed all changes and adopted applicable policies to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations.

Accordingly, the updated policies are uploaded on website of the Company at www.mafatlals.com/ investors/.

(k) No proceedings are made or pending under the insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

(l) No shares with differential voting rights and sweat equity shares have been issued.

(m) None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

(n) There has been no change in the nature of business of the Company.

(o) There was no instance of one-time settlement with any Bank or Financial Institution.

(p) As there was no buyback of shares during the year, the Company has nothing to disclose with respect to buyback of shares.

AUDITORS

I. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, M/s. Price Waterhouse Chartered Accountants LLP (Firm registration No.012754N/N500016) were re-appointed as statutory auditors of the Company for a period of five years by the members of the Company at the 108^th Annual General Meeting (AGM) to hold office from the conclusion of the 108^th AGM till the conclusion of the 113^th AGM to be held in 2027.

The Company received written consent and a certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act and Rules issued thereunder, from M/s. Price Waterhouse Chartered Accountants LLP They confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under listing regulations.

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm registration No.012754N/ N500016) issued Auditors Report for the financial year ended on March 31,2024, and there are no qualifications in Auditors’ Report.

II. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Umesh Ved (Umesh Ved & Associates), Company Secretaries in practice, was appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-24 is annexed, which forms a part of this report, as Annexure - III. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

III. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, maintenance of cost records for Company’s ''Textiles’ products is required and accordingly such accounts and records are made and maintained by the Company. The cost audit for the financial year 2022-23 was carried out in time, and the Cost Audit Report with requisite data, in the prescribed form CRA-4, has already been filed with Ministry of Corporate Affairs (MCA) within the permissible time, last year.

Further, in accordance with the said applicable provisions, the audit of the cost records of the Company for the financial year 2023-24 relating to the ''Textiles’ products as required is being carried out by Cost Auditors M/s. B. Desai & Co. (Firm Registration No. 005431) Cost Auditors. The Cost Audit Report will be filed on or before the due date with the MCA in due course of time after the same is approved by the Board of Directors of the Company within the permissible timeline.

On the recommendation of the Audit Committee, the Board has in their Meeting held on May 27, 2024, re- appointed M/s. B. Desai & Co. (Firm Registration No. 005431), Cost Auditors to audit cost records in respect of ''Textiles’ products as required for the financial year 2024-25. The remuneration payable to the Cost Auditor has been proposed for approval by the Members of the Company at the ensuing Annual General Meeting.

IV. Internal Auditor

M/s. Aneja Associates, a reputed firm of Chartered Accountants, has carried out the Internal Audit of the Company for the financial year 2023-24. On the recommendation of the Audit Committee, the Board has in their Meeting held on May 27, 2024, appointed M/s. Aneja Assurance Pvt. Ltd., as an Internal Auditors of the Company for the financial year 2024-25. The Audit Committee of the Board of Directors, in consultation with the Internal Auditors, formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

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

Information required under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as ANNEXURE - B and forms part of the Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as ANNEXURE - C and forms a part of the Report.

APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers for their continued contribution to the Company. They also express appreciation to the Company’s customers, business associates, banks, Government departments, agencies, service providers, suppliers, and other shareholders for their continued support and cooperation.

For and on behalf of the Board of Directors,

Mafatlal Industries Limited

Hrishikesh A. Mafatlal

Chairman (DIN: 00009872)

Place: Mumbai Date: May 27, 2024

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Mar 31, 2018

Directors'' Report

To

The Members,

Mafatlal Industries Limited

Your Directors present the 104th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

Pursuant to the Notification issued by the Ministry of Corporate Affairs, your Company has adopted Indian Accounting Standards (Ind AS) w.e.f. April 01, 2017. Accordingly, these are the first Financial Statements prepared as per Ind AS.

1. Financial Results:

The Financial Results of the Company are as under:

		(Rs. in Lakhs;
	Current Year 2017-18	Previous Yea| 2016-17
Revenue from operations	116,760.04	123,885.23
Other Income	3,289.59	4,792.97
Total Income/ Revenues	120,049.63	128,698.20
EBIDTA	2,524.31	6,312.58
Less: Depreciation	3,610.59	3,237.67
Finance Costs	3,108.54	2,658.40
Profit before Exceptional Items	-4,194.82	416.51
Exceptional Items (Net)	0.00	-467.15
Profit before Taxes	-4,194.82	-50.64
Tax (Expense)/ Benefits	17.00	463.04
Profit after Taxes	-4,177.82	412.40

2. Year in Retrospect:

During the year under review, Textile industry was plagued with series of macro level challenges leading to all round underperformance. Your company''s business pivots around domestic trade segment. The company has to rely for growth of its business on the strength of its distribution network of Dealer, Distributors, Retailers etc to push the sale of fabrics in the retail markets. The majority of the trade partners are part of unorganized sector of India and not used to the banking system for carrying out financial transactions. While textile trade fraternity was yet trying to resurrect from the effects of demonetization, there came another blow in the form of introduction of Goods & Service Tax (GST). As it is known, Textile industry (especially fabric) was hitherto more or less outside the ambit of excise duty & sales tax. Hence entire trade fraternity was against the move of introduction of GST for Textile industry and this led to various protests, agitations and strikes. The domestic trade was not at all prepared for GST compliance and hence sales in domestic market paralyzed for 2-3 months post GST implementation causing widespread disruption. This led to substantial inventory build-up with the mills which created distress selling scenario putting huge pressure on selling prices. The impact was catastrophic for Denim fabric as there is huge overcapacity in domestic market.

Against this backdrop, it became impossible for your company defend its operating margins leading to losses. Total Revenue fell by 7% to Rs. 120,050 Lakhs, EBIDTA went down by 60% to Rs. 2524 Lakhs leading to a Net Loss for the year of Rs. 4178 Lakhs as against a Net Profit of Rs. 412 Lakhs for the previous year.

Further for FY 2017-18, the Company had higher Finance Cost & Depreciation charge since we implemented the capacity expansion projects leading to higher term borrowings and increase in fixed assets. The interest cost was also higher as working capital requirement went up, even though sales was down, as Textile industry was beset with liquidity crisis.

Your Directors are of the view that the pain may continue during FY 2018-19 especially in the Denim market. Your Company is taking several initiatives aimed at turn around of its business in the area of product development to produce differentiated & value added products, aggressive thrust on exports and forming strategic relationship with customers. Your company is also looking at downsizing in certain areas of manufacturing to remain competitive and is taking several initiatives to improve manufacturing efficiency and cost reduction to improve the operating margins.

During the year under review, your company has repaid long term borrowings amounting to Rs. 3,631 Lakhs as per scheduled timeline and raised Rs. 667 Lakhs to part finance capital expenditure plans being implemented. Your company expresses gratitude to all the term loan and working capital lenders for their continuing support and faith in the company.

During the year, the Company has sold its non core investments (6250 equity shares) in Navdeep Investments Ltd. Beside, as a part of restructuring of shareholding of promoters, the Company sold 118,389 equity shares of Navin Fluorine International Limited.

During the year Credit Analysis & Research Limited (CARE) has revised credit rating of the Company from CARE BBB to "CARE BBB-(negative) for the long term facilities having tenure of more than one year and also revised rating for short term facilities from its "CARE A3 " to "CARE A3" for the short term facilities having tenure of up to one year.

Pursuant to the disclosure requirements, it is pertinent to note here that there has been no change in nature of business during the year under review and no order has been passed by any Regulatory or Court or Tribunal, which can impact the going concern status of the Company and its Operations in the future. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report.

3. Dividend:

The Board of Directors regret their inability to recommend any dividend for the year 2017-18 in view of the Loss for the financial year ended 31st March, 2018 and accordingly, has not recommended any dividend.

4. Restructuring of Promoters Shareholding & reclassification of Promoters holding:

As reported earlier, during the year 2016-17 Shri H A. Mafatlal, Shri V. R Mafatlal, their family members, family trusts and the Companies including the three listed entities viz. the Company, Navin Fluorine International Limited (NFIL) and NOCIL Ltd. entered into an agreement to amicably restructure the shareholding of the three listed companies and other group companies in such a way that the Management of the Company and NOCIL Ltd. reside with Shri H. A. Mafatlal and the Management of NFIL reside with Shri V. P. Mafatlal. The restructuring is part of a family settlement and succession plan between Shri H. A. Mafatlal and Shri V. P. Mafatlal. Pursuant to the above, the Company has already divested its shareholding in Navin Fluorine International Limited and increased its shareholding in NOCIL Ltd.

Accordingly, it is proposed to re-classify Shri V P Mafatlal and his Associates including Navin Fluorine International Limited as Promoters of the Company and categorize them as non-promoter general public for all purposes for which requisite resolution has been proposed at the ensuing AGM for approval.

5. Details of changes of Directors and Key Managerial Personnel:

There is no change in Directors and Key Managerial Personnel for the year 2017-18. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Aniruddha P Deshmukh, a director is liable to retire by rotation and being eligible offers himself for reappointment. Accordingly, the requisite resolution is proposed at the ensuing Annual General Meeting for approval.

6. Employee Stock Option Scheme, 2017:

The shareholders of the Company at 103rd Annual General Meeting held on 2nd August, 2017 consented for creation of 6,95,000 options employee stock option pool under Mafatlal Employee Stock Option Plan, 2017 by way of special resolution. The Board of Directors of the Company has, as per the recommendation of Nomination & Remuneration Committee (NRC) approved "Mafatlal Employees Stock

Option Plan 2017. Thereafter, NRC has at their meeting held on 10th November, 2017 approved the grant of 1,38,000 options to certain senior management employees. The further disclosures as required under SEBI Employee Share Based Benefits Regulations, 2016 are provided in annexure III to this report alongwith other disclosures.

7. Subsidiaries, Associates and Joint Ventures:

The financial position of the subsidiary company viz. Mafatlal services Limited is given in the Notes to Consolidated Financial Statements. The Company does not have any material subsidiary. The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on https://www. mafatlals.com/wp-content/uploads/2017/08/ policy_on_materiality_of_subsidiary.pdf. The audited accounts of Mafatlal Services Limited, a subsidiary of the Company, for the year ended 31st March, 2018 is placed on the Company''s website www.mafatlals.com and is also open for inspection by any member at the Registered Office of the Company on any working day (Monday-Friday) during working hours and the Company will make available these documents upon request by any member of the Company who may be interested in obtaining the same.

As reported last year also, Al Fahim Mafatlal Textiles LLC (UAE) remained non-operational and since there is no foreseeable beneficial future, the Board of Directors of the Company and the JV Partner have consented for voluntary winding up/closure of that entity. The Company has also written to the Ministry of Commerce, Department of Economic Development, Dubai that there has been no operation of the said JV Company from 2016 and accordingly we have not applied for renewal of license. Accordingly, the audited accounts of that JV Company are not available and the same are not consolidated with the Accounts of the Company for the year 2017-18.

8. Deposits:

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended 31st March, 2018.

9. Internal Financial Controls:

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. During the year, the Company has laid down the framework for ensuring adequate internal controls over financial reporting and such Internal Financial Controls have been reviewed by Independent Experts to ensure its effectiveness who have confirmed that such controls are adequate and operating effectively.

10. Directors'' Responsibility Statement:

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 at the end of the financial year and of the loss of the Company for the period under review;

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

(iv) the directors have prepared the annual accounts on a ''going concern'' basis;

(v) 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.

(vi) 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.

11. Industrial Relations:

The relations between the employees and the Management have remained cordial and harmonious during the year under review. The total number of permanent employees as on 31st March, 2018 were 2939 (2808 in previous year).

12. Insurance:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are adequately insured by the Company. Further disclosure on Risk Management of the Company has been made under the Corporate Governance Report which forms a part of this report.

13. Corporate Social Responsibility (CSR):

Mafatlal Industries Ltd., a part of Arvind Mafatlal Group, has been fulfilling its corporate social responsibilities for over 50 years much before CSR has been prescribed statutorily. The focus area of our working has been in the field of poverty alleviation, health care, education for young children and women''s upliftment in rural India.

In conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a CSR Committee which presently comprises of Shri H. A. Mafatlal who is the Chairman of the said Committee, Shri A. K Srivastava and Shri Sujal Shah (Independent Director) are other Members of the Committee.

Based on the recommendations of the CSR Committee, the Board of Directors have formulated a CSR Policy encompassing the Group''s and the Company''s philosophy for describing its responsibility as a corporate citizen and laid down the guidelines and mechanisms for undertaking socially relevant programs, in conformity with the statutory provisions which is posted on the website of the Company and available on web link https://www.mafatlals.com/wp-content/uploads/2017/08/corporate_social_responsibility_ policy.pdf.

As per the provisions of section 135 read with the Section 198 of the Companies Act, 2013, the Company does not have CSR Obligation for the year 2017-18. Accordingly, there has been no meeting of CSR Committee held during the year. The statutory disclosures with respect to CSR is annexed hereto forming a part of this report.

14. Related Party Transactions:

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the company and is available at https://www.mafatlals.com/wp-content/ uploads/2017/08/related_party_policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2017-18.

All the Related Party Transactions entered in to by the Company are in ordinary course of business and on an arm''s length basis except the promoters shareholding changes (selling of shares of Navin Fluorine International Limited and purchase of shares of NOCIL Limited by the Company) which were on an arms'' length basis, for which requisite approvals from the Audit Committee and the Board of Directors were obtained. The transaction amounts were not exceeding the applicable statutory limits and therefore no approvals from the shareholders were required.

15. Management Discussion and Analysis Report & Corporate Governance:

As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, "Management Discussion and Analysis Report" as well as "Corporate Governance Report", are attached herewith and marked as Annexure I & II respectively and the same forms part of this Directors'' Report.

Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

16. Other Statutory disclosures:

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related rules are attached herewith and marked as Annexure III.

17. Statutory Auditors & Audit Report:

The specific notes forming part of the Accounts referred to in the Auditor''s Report read with the notes to financial statements as referred to therein, are self-explanatory and give complete information and addresses the observations if any. The Audit report does not have any qualification or reservations or adverse comments.

18. Secretarial Auditor and Secretarial Audit Report:

The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and Rules made in this behalf, appointed Shri Umesh Ved, Company Secretary in practice to carry out Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Auditor is annexed to this Report as Annexure IV. The Audit report does not have any qualification or reservations. As observed in that report please note that the Company has filed certain forms under the provisions of the Companies Act, 2013 with additional fees. The further observations made in audit report with respect to the compounding and adjudication, are suitably clarified/dealt with in para VII of MGT 7 provided in annexure III to the Directors Report.

19. Cost Audit:

In accordance with the provisions of Section 148 (3) of the Companies Act, 2013 read relevant Rules made thereunder the audit of the cost records of the Company for the year

2017-18 relating to the "Textiles" products manufactured and traded by the Company is being carried out by Cost Auditors Shri. B. C. Desai, Cost Accountants. The Cost Audit Report will be filed on or before due date with the Ministry of Corporate Affairs in due course of time after the same is approved by the Board of Directors of the Company within the permissible timeline.

The Board has, at their Meeting held on 3rd May, 2018 re- appointed Shri B. C. Desai as Cost Auditor to audit cost records in respect of "Textiles" products manufactured and traded by the Company for the Financial Year 2018-19 and the remuneration payable to the Cost Auditor has been proposed for the approval/ ratification by the Members of the Company at the ensuing Annual General Meeting.

20. Internal Auditor:

M/s. Aneja Associates, a reputed firm of Chartered Accountants, are Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

21. Appreciation:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers for their continued contribution to your Company.

	For and on behalf of the Board,
Place: Mumbai	H. A. MAFATLAL
Date: 3rd May, 2018	Chairman
	(DIN: 00009872)

Regd. Office:

Mafatlal Industries Limited (CIN L17110GJ1913PLC000035) 301-302, Heritage Horizon, 3rd Floor, Off: C G Road, Navrangpura, Ahmedabad 380009 Tel: 079 - 26444404-06 Fax: [phone], Email: [e-mail] Website: www.mafatlals.com

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Mar 31, 2017

Directors'' Report

To

The Members,

Mafatlal Industries Limited

The Directors are pleased to present the 103rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2017.

1. Financial Results:

The Financial Results of the Company are as under:

(Rs. in Lakhs)

	Current Year 2016-17	Previous Year 2015-16
Revenue from Operations	1,27,022.28	1,32,308.74
Other Income	1,046.11	2,157.19
Total Income / Revenues	1,28,068.39	1,34,465.93
EBIDTA	3,764.09	6,119.18
Less: Depreciation	2,705.59	2,119.18
Finance Costs	2,620.14	2,116.12
Profit before Exceptional Items	(1,561.64)	1,883.88
Exceptional Items (Net)	869.94	-
Profit before Taxes	(691.70)	1,883.88
Tax (Expense) / Benefits	477.17	(171.50)
Profit after Taxes	(214.53)	1,712.38
Add: Surplus brought forward from previous year	6,080.27	4,870.25
Amount available for appropriation	5,865.74	6,582.63
Appropriation
Proposed Dividend	-	417.39
Corporate Dividend Tax	-	84.97
Surplus carried to Balance Sheet	5,865.74	6,080.27

Note: Figures are regrouped wherever necessary to make the information comparable.

2. Year in Retrospect:

During the year under review, consumer spending remained subdued with continued global economic slowdown; the geopolitical risk environment across the globe and the challenging regulatory changes on the domestic front. Despite the favorable monsoon and 7^th pay commission pay-outs which led to agriculture and rural growth, the slowdown in industrial and service sector and demonetization kept the scope of growth for the textile sector limited. Profit margins for the organized textile sector remained depressed with higher raw material cost and intense competition in the segment.

Against this backdrop, the year was indeed very challenging for your company. The overall performance of the Company during FY 2016-17 was adversely impacted by several macro level factors. Total Revenue fell by 5% to Rs.1, 28,068.39 Lakhs, EBIDTA went down by 38% to Rs.3, 764.09 Lakhs leading to a Net Loss for the year of Rs.214.53 Lakhs as against a Net Profit of Rs.1, 712.38 Lakhs for the previous year.

At the macro level the factors like a steep increase in Cotton prices, impact of demonetization on retail demand and a slump in the Denim industry impacted the performance of the Company.

Further for FY 2016-17, the Company had higher Finance Cost & Depreciation charge since we have implemented the capacity expansion projects leading to higher term borrowings and increase in fixed assets. The full benefits of these projects shall accrue in subsequent years. Further operating margins were squeezed because of higher Cotton prices on one side and intense competition, weaker demand and curtailed selling prices on the other side.

After an arduous year, the Company expects to turn around on the back of initiatives taken for improvements in plant efficiency, new product developments and a widening of the marketing and distribution network. Towards this, during the year the Company invested net of Rs.10, 196.21 Lakhs in Fixed Assets to balance and upgrade the existing manufacturing equipment''s and facilities.

During the year under review, your company has repaid long term borrowings amounting to Rs.1, 711.79 Lakhs as per scheduled timeline and raised Rs.6, 975.53 Lakhs to part finance capital expenditure plans being implemented. Your company expresses gratitude to all the term loan and working capital lenders for their continuing support and faith in the company.

During the year Credit Analysis & Research Limited (CARE) has upgraded the credit rating of the Company to CARE BBB from "CARE BBB-" for the long term facilities having tenure of more than one year and also upgraded its "CARE A3" rating to "CARE A3 " for the short term facilities having tenure of up to one year.

Pursuant to the disclosure requirements, it is pertinent to note here that there has been no change in nature of business during the year under review and no order has been passed by any Regulator or Court or Tribunal, which can impact the going concern status of the Company and its Operations in the future. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report.

3. Dividend:

Your Board of Directors are cognizant of the fact that during the year under review the operations of the Company have resulted in losses. However, in the opinion of the Board, this is an aberration as Company was impacted by macro level factors at the same time it commissioned capacity expansion projects leading to higher interest and depreciation cost. Your Directors believe that the capital expenditure which the Company has incurred on capacity expansion and for improving the product mix should yield result in the years to come. Keeping in mind the future outlook, it is proposed to pay dividend out of the accumulated profits of the Company for the previous financial years (Rs.6080.27 lakhs) remaining undistributed and not transferred to general reserves in absence of profit for the financial year ended 31^st March, 2017. The Loss for the financial year ended 31^st March, 2017 is Rs.214.53 lakhs. Accordingly, the Board of Directors recommends a dividend for the year of Rs.2/per share (previous year Rs.3/- per share) on 1, 39, and 12,886 Equity Shares of face value of Rs.10/- each, aggregating to Rs.278.26 lakhs. (Previous year Rs.417.39 lakhs)

4. Restructuring of Promoters Shareholding:

During the year under review, Shri H. A. Mafatlal, Shri V. P. Mafatlal, their family members, family trusts and the Companies including the three listed entities viz. the Company, Navin Fluorine International Limited (NFIL) and NOCIL Ltd. entered into an agreement to amicably restructure the shareholding of the three listed companies and other group companies in such a way that the Management of the Company and NOCIL Ltd. reside with Shri H. A. Mafatlal and the Management of NFIL reside with Shri V. P. Mafatlal. The restructuring is part of a family settlement and succession plan between Shri H. A. Mafatlal and Shri V. P. Mafatlal.

Pursuant to the above, the Company has divested part of its shareholding in Navin Fluorine International Limited and increased its shareholding in NOCIL Ltd. during the year.

5. Details of changes of Directors and Key Managerial Personnel:

During the year under review, Shri Praful R. Amin, Non-Executive Independent Director of the Company, has opted for retirement after a very long association with the Company and accordingly he ceased to be a director w.e.f. 11^th August, 2016.

Pursuant to the arrangements amongst the Promoters as mentioned hereinabove in para 4, Shri V. P. Mafatlal, Executive Vice Chairman stepped aside as such with effect from close of office hours on 19^th August, 2016.

The Board of Directors of the Company places on record its appreciation for the services rendered and invaluable contributions made by Shri Praful R. Amin and Shri V. P. Mafatlal during their long tenure with the Company.

Further, the Board of Directors of the Company at their meeting held on 25^th October, 2016, appointed Shri Hrishikesh

A. Mafatlal as Executive Chairman of the Company w.e.f. 1^st November, 2016 subject to the approval of the shareholders of the Company. Besides, the Board at that meeting also appointed Shri Priyavrata H. Mafatlal as an Additional Director of the Company who will hold office until the date of ensuing 103rd Annual General Meeting of the shareholders of the Company. He has also been appointed as Executive Director (whole time director) w.e.f. 1^st November, 2016 of the Company for a period of five years subject to the approval of the shareholders of the Company. Accordingly, the requisite resolutions for approval of the shareholders have been proposed in the Notice convening 103rd Annual General Meeting.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Shri Atul K Srivastava (DIN 00046776) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

6. Subsidiaries, Associates and Joint Ventures:

Mafatlal Services Ltd continues to be a subsidiary of the Company and Al Fahim Mafatlal Textiles LLC (UAE), continues to be Joint Venture (JV company) in which the Company and JV Partner has 49:51 share.

The financial position of the subsidiary company is given in the Notes to Consolidated Financial Statements. The Company does not have any material subsidiary.The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on http://www.mafatlals.com/uploads/8/3/1/2/8312181/policy_ on_materiality_of_subsidiary.pdf. The audited accounts of Mafatlal Services Limited, a subsidiary of the Company, for the year ended 31^st March, 2017 is placed on the Company''s website www.mafatlals.com and is also open for inspection by any member at the Registered Office of the Company on any working day (Monday-Friday) during working hours and the Company will make available these documents upon request by any member of the Company who may be interested in obtaining the same.

Al Fahim Mafatlal Textiles LLC (UAE) remained non-operational and since there is no foreseeable beneficial future , the Board of Directors of the Company as well as the JV Partner have consented for voluntary winding up/closure of that entity subject to the compliance of applicable laws. Accordingly, even the audited accounts of that JV Company are not available and the same are not consolidated with the Accounts of the Company for the year 2016-17.

7. Deposits:

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended 31^st March, 2017.

8. Internal Financial Controls:

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. During the year, the Company has laid down the framework for ensuring adequate internal controls over financial reporting and such Internal Financial Controls have been reviewed by Independent Experts to ensure its effectiveness who have confirmed that such controls are adequate and operating effectively.

9. Directors'' Responsibility Statement:

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 at the end of the financial year and of the loss of the Company for the period under review;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a ''going concern'' basis;

(v) 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.

(vi) 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.

10. Industrial Relations:

The relations between the employees and the Management have remained cordial and harmonious during the year under review. The total number of permanent employees as on 31^st March, 2017 was 2808 (2769 in previous year).

11. Insurance:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are adequately insured by the Company. Further disclosure on Risk Management of the Company has been made under the Corporate Governance Report which forms a part of this report.

12. Corporate Social Responsibility (CSR):

Mafatlal Industries Ltd., a part of Arvind Mafatlal Group, has been fulfilling its corporate social responsibilities for over 50 years much before CSR has been prescribed statutorily. The focus area of our working has been in the field of poverty alleviation, health care, education for young children and women''s upliftment in rural India.

In conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a CSR Committee which presently comprises of Shri H. A. Mafatlal who is the Chairman of the said Committee, Shri A. K .Srivastava and Shri V. R. Gupte (Independent Director) are other Members of the Committee. Shri V. P. Mafatlal was a member of the Committee until his resignation on 19^th August, 2016 when he ceased to be a director of the Company. Shri A. K. Srivastava, Non-Executive Director of the Company, was appointed as a member of the said Committee. During the year under review, two meetings of CSR Committee were held i.e. on 29^th July, 2016 and 23^rd March, 2017, which were attended by all Committee members.

Based on the recommendations of the CSR Committee, the Board of Directors have formulated a CSR Policy encompassing the Group''s and the Company''s philosophy for describing its responsibility as a corporate citizen and laid down the guidelines and mechanisms for undertaking socially relevant programs, in conformity with the statutory provisions which is posted on the website of the Company and available on web link http://www. mafatlals.com/uploads/8/3/1/2/8312181/corporate_social_ responsibility_policy.pdf.

The Company has fulfilled its CSR Obligation for the year 2016 -17. The statutory disclosures in respect of the CSR activities undertaken and amount spent by the Company during the year under review are disclosed in prescribed format and the same is annexed hereto forming a part of this report.

13. Related Party Transactions:

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the company and is available at http://www.mafatlals.com/uploads/8/3/1/2/8312181/related_ party_policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2016-17.

All the Related Party Transactions entered in to by the Company are in ordinary course of business and on an arm''s length basis except the promoters shareholding changes (selling of shares of Navin Fluorine International Limited and purchase of shares of NOCIL Limited by the Company) which were on an arms'' length basis, for which requisite approvals from the Audit Committee and the Board of Directors were obtained. The transactions amount were not exceeding the applicable statutory limits and therefore no approvals from the shareholders were required.

14. Management Discussion and Analysis Report & Corporate Governance:

As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, "Management Discussion and Analysis Report" as well as "Corporate Governance Report", are attached herewith and marked as Annexure I & II respectively and the same forms part of this Directors'' Report.

Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

15. Other Statutory disclosures:

The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related rules are attached herewith and marked as Annexure III.

16. Statutory Auditors & Audit Report:

The existing Statutory Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, will retire upon conclusion of the ensuing 103^rd Annual General Meeting, in compliance with the provisions relating to mandatory rotation of Auditors under the Companies Act, 2013. Accordingly, pursuant to Section 139 of the Companies Act, 2013, the Board of Directors has, at its meeting held on 24^th March, 2017 based on the recommendation of the Audit Committee, subject to the approval of the Members at the ensuing 103^rd Annual General Meeting, approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.012754N/N500016) as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing 103^rd Annual General Meeting until the conclusion of 108^th Annual General Meeting.

At the ensuing Annual General Meeting, Members are requested to approve the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.012754N/N500016), as Auditors of the Company to hold office from the conclusion of the 103rd Annual General Meeting until the conclusion of the 108th Annual General Meeting. The requisite resolution with explanatory statement is proposed for consideration by the members in the notice convening ensuing annual general meeting.

The specific notes forming part of the Accounts referred to in the Auditor''s Report read with the notes to financial statements as referred to therein, are self-explanatory and give complete information and addresses the observations if any . The Audit report does not have any qualification or reservations or adverse comments.

17. Cost Audit:

In accordance with the provisions of Section 148 (3) of the Companies Act, 2013 read relevant Rules made there under the audit of the cost records of the Company for the year 2016-17 relating to the "Textiles" products manufactured and traded by the Company is being carried out by Cost Auditors Shri. B. C. Desai, Cost Accountants. The Cost Audit Report will be filed on or before due date with the Ministry of Corporate Affairs in due course of time after the same is approved by the Board of Directors of the Company by 27th September, 2017.

The Board has, at their Meeting held on 5th May, 2017 reappointed Shri B. C. Desai as Cost Auditor to audit cost records in respect of "Textiles" products manufactured and traded by the Company for the Financial Year 2017-18 and the remuneration payable to the Cost Auditor has been proposed for the approval/ ratification by the Members of the Company at the ensuing Annual General Meeting.

18. Internal Auditor:

M/s. Aneja Associates, a reputed firm of Chartered Accountants, are Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

19. Secretarial Auditor and Secretarial Audit Report:

The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and Rules made in this behalf, appointed Shri Manuprasad M. Patel, Company Secretary in practice to carry out Secretarial Audit of the Company for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to this Report as Annexure

IV. The said report does not contain any qualification, adverse observations/ remarks. The observations made therein, are self-explanatory.

20. Appreciation:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers for their continued contribution to your Company.

For and on behalf of the Board,

Sd/-

Place: Mumbai H. A. MAFATLAL

Date: 5^th May, 2017 Chairman

(DIN: 00009872)

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Mar 31, 2014

The Members,

Mafatlal Industries Limited

The Directors are pleased to present the 100th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

1. Financial Results:

The Financial Results of the Company are as under:

(Amount Rs in Lacs) Current Previous Year 2013-14 Year 2012-13

Revenue from Operations 91,772.63 79,749.07

Other Income 1,776.49 4,289.06

EBIDTA 4,610.45 8,999.05

Less: Depreciation 1,834.60 1,444.05

Finance Costs 1,489.45 3,199.92

Profit before Exceptional Items 1,286.40 4,355.08

Exceptional Items (Net) 736.77 697.74

Profit before Taxes 2,023.17 5,052.82

Tax (Expense) / Benefits 370.21 (1,336.89)

Profit after Taxes 2,393.38 3,715.93

Add: Surplus brought forward from previous year 4,386.64 3,768.28

Add: Pursuant to Scheme of Amalgamation - (1,908.71)

Amount available for appropriation 6,780.02 5,575.50

Appropriation

Transfer to Capital Redemption Reserve 3,000.00 -

Transfer to General Reserve 245.00 375.00

Proposed Final Dividend 417.39 695.64

Corporate Dividend Tax 70.94 118.22

3,733.33 1,188.86

Surplus carried to Balance Sheet 3,046.69 4,386.64

2. Dividend:

The Board of Directors is pleased to recommend a dividend for the year of Rs. 3 per Share (30%) on 1,39,12,886 Equity Share of Rs.10/- each, aggregating to Rs. 4.17 crores as compared to total dividend of Rs. 5/- per share (@ 50%) for the previous year comprising of normal dividend of Rs. 3/- per share (@ 30%), and a Special Centenary Dividend of Rs. 2/- per share (@ 20%).

3. Year in Retrospect:

The overall deceleration of India'' GDP growth had a significant negative impact on the general business environment and consumer sentiment. While the textile industry in general had to face the impact of high raw material prices, the same could not be recovered in pricing due to the over-supply of products emanating from capacity built up by most fabric manufacturers in the last couple of years.

The Profit before Tax decreased from Rs. 50.53 crores in the previous year to Rs. 20.23 crores for the year under review and the Profit after Tax has decreased from Rs. 37.16 crores in the previous year to Rs. 23.93 crores for the year under review.

During the year, the Company obtained credit rating from both Crisil Ltd. (CRISIL) and Credit Analysis and Research Ltd. (CARE) to its proposal of obtaining financial facilities to the tune of Rs. 100 crores. CRISIL has assigned its ''CRISIL BBB-/Stable'' rating to the cash credit and proposed term loan facilities and has assigned its ''CRISIL A3'' rating to the letter of credit and bank guarantee facilities and indicated ''Stable outlook to the Company''. CARE has assigned its ''CARE BBB-'' rating to the long term facilities having tenure of more than one year and has assigned its ''CARE A3'' rating to the short term facilities having tenure of up to one year. All the above ratings indicate moderate degree of safety regarding timely payment of financial obligations.

During the year, the Company redeemed the entire outstanding balance of Fully Redeemable Non-Cumulative Preference Shares of Rs. 30 crores.

4. Listing of Shares pursuant to the Amalgamation of Mishapar Investments Limited and Mafatlal Denim Limited with the Company:

The Scheme of Arrangement and Amalgamation of Mishapar Investments Limited (Wholly Owned Subsidiary Company) and Mafatlal Denim Limited (Promoter Group Company) with the Company has become effective w.e.f. 28th May, 2013.

The Company had issued and allotted 40,99,415 equity shares of face value of Rs. 10/- each fully paid-up to the shareholders of Mafatlal Denim Limited on 30th May, 2013 in ratio of 1:10. The said shares have been admitted to listing and trading at the BSE Ltd. w.e.f. 15th July, 2013 and at the Ahmedabad Stock Exchange Ltd. w.e.f. 18th July, 2013.

5. Project Promotion Division:

NOCIL Limited (NOCIL):

Nocil Limited achieved a growth of 6.5% in its sales volumes as compared to the previous year through sustained marketing efforts and also due to some exits/closures of a few local and international Rubber Chemical players. The gross turnover for the year under review was Rs. 643 crores as compared to Rs. 527 crores in the previous year, representing an increase of about 22%. This increase was possible due to a combination of Rupee depreciation, a change in the product mix alongwith some price corrections which were done to offset some rising input costs. Nocil Limited continued its efforts to improve its price realisations, but the same were severely constrained in this regard on account of the aggressive dumping resorted to by competitors.

The new plant commissioned at Dahej in Gujarat, during the end of previous year, initially witnessed certain teething problems as is expected in any chemical plant of this nature. The capacity utilisation of this plant was impacted by the very high imports of this product into the country due to the aggressive dumping resorted by the competitors. However, with the recent enhancement of anti-dumping and safeguard duties, Nocil Limited is hopeful that capacity utilisation will mprove which will have a significant positive impact on the performance of Nocil Limited

6. Corporate Social Responsibility (CSR):

At Mafatlal Industries Ltd., a part of Arvind Mafatlal Group, fulfilling CSR has been a way of life. The Group has been mplementing a range of CSR activities over the last 50 years in areas like poverty allevation, health care, education for young children and women''s upliftment in rural India etc. CSR is considered as a humble tribute to what society has given us. We are striving continuously with the sole objective of creating an environment of well- being in all spheres of life.

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Shri H.A. Mafatlal is the Chairman of the Committee and Shri V. P. Mafatlal and Shri V. R. Gupte are other Members of the Committee. The Board of Directors have based on the recommendations of the Committee, formulated a CSR Policy.

7. Energy, Absorption and Foreign Exchange Earnings and out go:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

8. Particulars of Employees:

nformation as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this report and will be sent on demand to the shareholders. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

9. Industrial Relations:

The relations between the employees and the Management have remained cordial

10. Directorate:

Pursuant to the provisions of the Companies Act, 2013, Shri H A. Mafatlal, retires by rotation at the ensuing Annual Genera Meeting and being eligible, offer himself for reappointment.

Shri P. J. Desai has resigned from the Directorship of the Company w.e.f. 30th May, 2014. Your Directors place on record its appreciation for the services rendered by Shri P. J Desai during his association with the Company.

Shri P. R. Amin, Shri N. K. Parikh, Shri V. R. Gupte and Shri P.N. Kapadia, Independent Directors, whose period of Office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 are being appointed as Independent Director for a term of five consecutive years. Notices under Section 160 of the Companies Act, 2013 have been received from Members signifying their intention to propose their candidature as directors of the Company.

In order to comply with the provisions of Section 152(6) of the Companies Act, 2013 requiring not less than two thirds of the total number of Directors (excluding Independent Directors) of the Company to be rotational directors, the Company has re- classified Shri Rajiv Dayal, Managing Director of the Company as a Director liable to retire by rotation

11. Subsidiary Companies:

Repal Apparel Pvt. Ltd., Myrtle Textiles Pvt. Ltd., and Mayflower Textiles Pvt. Ltd. ceased to be subsidiaries of the Company with effect from 25th March, 2014. In view of the above, only Mafatlal Services Ltd. continue to be a subsidiary of the Company.

As per the general exemption granted under Section 212(8) of the Companies Act, 1956, by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, Balance Sheet and Statement of Profit & Loss, Directors'' Report and the Auditor''s Report of the said Subsidiary company has not been attached with the Balance Sheet of the Company.

However, other details required to be disclosed as per the said General Circular No.2/2011, dated 8th February, 2011, have been given in the Annual Report.

The Annual Accounts and related information of the subsidiary company are open for inspection by any member at the Registered Office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available these documents upon request by any member of the Company who may be interested in obtaining the same.

12. Insurance:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are adequately nsured.

13. Directors'' Responsibility Statement:

As required under the provisions of Section 217 (2AA), of the Companies Act, 1956, your Directors report as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a ''going concern'' basis.

14. Auditors:

At the Annual General Meeting, Members are requested to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara, as Auditors from the conclusion of this meeting till the conclusion of the 103rd Annual General Meeting

and to fix their remuneration. The specific notes forming part of the Accounts referred to in the Auditor''s Report are self- explanatory and give complete information

15. Cost Audit:

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to the product "Textiles" is required to be carried out every year. The Company has appointed Cost Auditors viz. Shri I. V. Jagtiani, Mumbai and Shri B. C. Desai, Ahmedabad, to audit the cost accounts for the Financial Year 2013-14 ended 31st March, 2014. Approva from the Central Government has been received for the above referred appointments. The Cost Audit Report in respect of the financial period 2013-14 will be filed on or before due date i.e. 27th September, 2014.

16. Corporate Governance & Management Discussion & Analysis Report:

As required under the Listing Agreement with Stock Exchanges, Reports on "Corporate Governance" as well as "Management Discussion and Analysis Report" are attached and form part of the Directors'' Report. Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report on Corporate Governance.

17. Appreciation:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of your Company. The Directors place on record their appreciation for the continued support of the shareholders of the Company.

For and on behalf of the Board,

Mumbai, H. A. MAFATLAL Dated: 30th May, 2014 Chairman

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Mar 31, 2013

To The Members of Mafatlal Industries Limited

The Directors are pleased to present the 99th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Results:

The Financial Results of the Company are as under: (Amount Rs. in lacs)

Current Year1 2012-13 (12 months) Previous Period2 2011-12 (9 Months) 1st April, 2012 to 31st March, 2013 1st July, 2011 to 31st March, 2012

Revenue from Operations 79749.07 14374.88

Other Income 4289.06 3694.91

EBIDTA 8999.05 (1096.70)

Less: Depreciation 1444.05 203.42

Finance Costs 3199.92 245.11

Profit before Exceptional Items 4355.08 (1545.23)

Exceptional Items (Net) 697.74 (5040.76)

Profit before Taxes 5052.82 (6585.99)

Tax (Expense) / Benefits (1336.89) 1400.00

Profit after Taxes 3715.93 (5185.99)

Add: Surplus brought forward from previous year 3768.28 11954.27

Add: Pursuant to Scheme of Amalgamation (1908.71)

Amount available for appropriation 5575.50 6768.28

Appropriation

Transfer to Capital Redemption Reserve 3000.00

Transfer to General Reserve 375.00

Proposed Final Dividend 695.64

Corporate Dividend Tax 118.22

1188.86 3000.00

Surplus carried to Balance Sheet 4386.64 3768.28

1 The figures for the financial year 2012-13 include the figures of erstwhile Mafatlal Denim Limited and erstwhile Mishapar Investments Limited which have been amalgamated with the Company with effect from 1st April, 2012.

2 The Board of Directors had changed the financial year 2011-12 to end on 31st March, 2012 instead of 30th June, 2012. Hence, the previous financial year was for a period of nine months.

In view of the above, the financial results for the financial year 2012-13 are not comparable with those for the financial year 2011-12.

2. Dividend:

Though the Arvind Mafatlal Group has been in the textile business since 1905, Mafatlal Industries Limited was incorporated on 20th January, 1913. To mark this ''Centenary Year'', in addition to the normal dividend of Rs.3/- per share (@ 30%), a Special Centenary Dividend of Rs.2/- per share (@ 20%) aggregating to Rs.5/- per Equity Share (@ 50%) on 1,39,12,886 Equity Shares of face value of Rs.10 each has been recommended by the Board.

3. Year in Retrospect:

The year under review was a historic year for the Company in many ways. The Company completed 100 years of its existence and also took a major decision in amalgamating Mafatlal Denim Limited and Mishapar Investments Limited with itself as per the Scheme of Amalgamation sanctioned by Hon''ble High Courts of Gujarat and Mumbai with effect from the appointed date of 01.04.2012.

The benefits of the amalgamation are reflected in the increase in Revenue to Rs.840.38 crores, PBIDT to Rs.89.99 crores and PAT to Rs.37.16 crores for FY 12-13.

The general business environment continued to be challenging due to the uncertain global economic scenario and the deceleration of India''s GDP growth. Your Company has fine- tuned its business strategy by focusing on capital investments, cost reduction initiatives through VRS, improvement in product mix and creating a visibility for further strengthening Mafatlals brand.

4. Amalgamation of Mishapar Investments Limited and Mafatlal Denim Limited with the Company:

The Scheme of Arrangement and Amalgamation of Mishapar Investments Limited (Wholly-Owned Subsidiary Company) and

Mafatlal Denim Limited (Promoter Group Company) with the Company has been sanctioned by the Hon''ble High Court of Gujarat and Hon''ble High Court of Judicature at Bombay vide Orders dated 8th April, 2013 and 26th April, 2013 respectively, with effect from 1st April, 2012 (Appointed Date). The Company has filed a copy of the above referred Orders with the Registrar of Companies, Gujarat and the Registrar of Companies, Maharashtra and the said Scheme has become effective w.e.f. 28th May, 2013.

The Company has issued and allotted 40,99,415 Equity Shares of face value of Rs.10/- each fully paid-up to the shareholders of Mafatlal Denim Limited on 30th May, 2013 in ratio of 1:10 as per the Scheme. The Company has submitted applications for listing of 40,99,415 Equity Shares of face value of Rs.10/- each to BSE Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE).

5. Project Promotion Division:

NOCIL Limited (NOCIL):

The year experienced one of the most challenging business environments which the rubber chemicals industry has ever faced. Most major customers of NOCIL undertook significant production cuts to align their production with the decline in the demand from the automobile sector. This in turn, resulted in lower demand for Rubber Chemicals.

Despite this, NOCIL''s turnover for the year under review, touched Rs.527 crore as compared to Rs.511 crore in the previous year, representing an increase of about 3%. The net profit was Rs.42.49 crores as compared to Rs.33.99 crores in the previous year.

As reported last year, one of the major initiatives undertaken by NOCIL''s management, was to set-up a new manufacturing facility at Dahej in Gujarat, with a much improved process technology, to produce a key intermediate for an important product in the range of rubber chemicals. The said facility commenced commercial production from early March 2013.

6. Energy, Absorption and Foreign Exchange Earnings and out go:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

7. Particulars of Employees:

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this report and will be sent on demand to the shareholders. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

8. Industrial Relations:

The relations between the employees and the management have remained cordial.

9. Directorate:

Shri P. J. Desai, Director of the Company will retire by rotation at the ensuing 99th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Shri V. K. Balasubramanian retires by rotation but has shown his unwillingness for re-appointment on retirement. The Board places on record its sincere appreciation of the valuable services and co-operation extended by Shri V. K. Balasubramanian during his tenure as Director of the Company.

The Board of Directors of the Company has appointed Shri P. N. Kapadia and Shri V. R. Gupte as Additional Directors on the Board of Directors of the Company with effect from 30th May, 2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Shri P. N. Kapadia and Shri V. R. Gupte shall hold office up to the date of the ensuing 99th Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956, alongwith the deposit of Rs.500/- each from the Members of the Company signifying their intention to propose at the ensuing 99th Annual General Meeting, Shri P. N. Kapadia and Shri V. R. Gupte as candidates for the office of the Directors of the Company, liable to retire by rotation. Considering the varied experience and expertise of the said Directors, your Board of Directors recommends their appointment as Directors of the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company at their Meeting held on 28th May, 2013, has appointed Shri V. P. Mafatlal and Shri Rajiv Dayal as the Executive Vice-Chairman and Managing Director & Chief Executive Officer of the Company respectively with effect from 28th May, 2013 on terms and conditions and remuneration as stated under Item Nos. 9 & 10 of the Explanatory Statement of the Notice convening the 99th Annual General Meeting of the Company subject to the approval of the Shareholders of the Company. Your Board of Directors recommend their appointment as Executive Vice-Chairman and Managing Director & Chief Executive Officer of the Company respectively at the ensuing 99th Annual General Meeting of the Company. Shri Hrishikesh A. Mafatlal has stepped down from the position of Managing Director of the Company w.e.f. 28th May, 2013 and continues as the Chairman of the Company.

10. Subsidiary Companies:

During the year, Mafatlal Global Apparel Limited and Silvia Apparel Limited have ceased to be subsidiaries of the Company. Further, the Hon''ble High Court of Gujarat pursuant to an Order dated 27th February, 2013 directed Sunanda Industries Limited to be wound up under Sections 433 and 434 of the Companies Act, 1956. During the year, Mishapar Investments Limited, wholly-owned subsidiary has been amalgamated with the Company with effect from 1st April, 2012. In view of the above, the following companies continue to be subsidiaries of the Company:

1. Mafatlal Services Limited

2. Myrtle Textiles Pvt. Limited

3. Mayflower Textiles Pvt. Limited

4. Repal Apparel Pvt. Limited

As per the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, Balance Sheet and Statement of Profit & Loss, Directors'' Report and the Auditors'' Report of the said Subsidiary companies have not been attached with the Balance Sheet of the Company.

However, other details required to be disclosed as per the said General Circular No.2/2011, dated 8th February, 2011, have been given in the Annual Report.

The Annual Accounts and related information of the subsidiary companies are open for inspection by any member at the Registered Office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available these documents upon request by any member of the Company who may be interested in obtaining the same.

11. Insurance:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks among others are adequately insured.

12. Directors'' Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for the period under review,

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the directors have prepared the annual accounts on a ''going concern'' basis.

13. Auditors:

At the Annual General Meeting, Members are requested to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants,

Vadodara, as Auditors for the current year and to fix their remuneration. The specific notes forming part of the Accounts referred to in the Auditors'' Report are self-explanatory and give complete information.

14. Cost Audit:

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to the product ''Textiles'' is required to be carried out every year. The Company has appointed Cost Auditors viz. Shri I. V. Jagtiani, Mumbai and Shri B. C. Desai, Ahmedabad, to audit the cost accounts for the Financial Year 2012-13 ended 31st March, 2013. The erstwhile Mafatlal Denim Limited had also appointed Shri I. V. Jagtiani, Mumbai to audit the cost accounts for the Financial Year 2012-13 ended 31st March, 2013. Approval from the Central Government has been received for all the above referred appointments. The Cost Audit Report in respect of the financial year 2012-13 will be filed on or before due date i.e. 27th September, 2013.

15. Corporate Governance & Management Discussion & Analysis Report:

As required under the Listing Agreement with Stock Exchanges, Reports on ''Corporate Governance'' as well as ''Management Discussion and Analysis Report'' are attached and forms part of the Directors'' Report. Further, during the period under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report on Corporate Governance.

16. Appreciation:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the improved results of your Company. The Directors place on record their appreciation for the continued support of the shareholders of the Company.

For and on behalf of the Board,

Mumbai, H. A. MAFATLAL

Dated: 30th May, 2013 Chairman

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Jun 30, 2011

The Members,

MAFATLAL INDUSTRIES LIMITED

The Directors present the 97th Annual Report together with Audited Statement of Accounts for the period ended 30th June, 2011.

1. FINANCIAL RESULTS:

The Financial Results of the Company are as under:

(Amount Rs.in Lacs)

Current period Previous Period 2010-11 2009-10 @ (13months) (14 months) 1st June.2010 to 1st April, 2009 to 30th June, 2011 31st May, 2010

Turnover (Including export benefits/ 65,034.61 13,238.20 incentives)

Other Income (includes sale of 21,135.56 17,575.49 properties)

Increase/(Decrease) in Stock of 1,030.48 (117.26) finished Goods & Process Stock

Gross Profit 51,673.59 7,065.18

[Before Interest, Depreciation & Tax]

Less: Depreciation 252.48 332.51

Interest (Net) 647.59 458.23

Provision for Current tax

(Including Wealth tax) 12,450.40 1,100.25

Profit after Taxes 38,323.12 5,174.19

(Short)/Excess Provision of Tax of Earlier Years) (267.12) 2.11

38,056.00 5,176.30

Add: Deficit brought forward from

Previous Period/Year (26,101.73) (31,278.03)

11,954.27 (26,101.73)

@ The Board of Directors has changed the Financial Year 2010-11 to end on 30th June, 2011 instead of 31st May, 2011.

2. DIVIDEND:

The Profit, during the period under report, is due to income arising out of the sale of Development Rights on the 50% land of Mazgaon Unit in terms of Modified Rehabilitation Scheme-2009(MS-09) approved by the Hon'ble Board for Industrial & Financial Reconstruction (BIFR). The operations of the Company during the year have resulted in a loss, though substantially reduced.

Pursuant to MS-09 the Company cannot declare any dividends to its equity shareholders without the prior approval of the BIFR during the rehabilitation period which extends up to 31st March, 2016. Also, as per the terms of issue of Fully Redeemable Non Cumulative Preference Shares the company cannot declare any dividend on equity shares till dividend is declared and paid to the preference shareholders who are entitled to a dividend @ 1% for every financial year commencing on or after 1st January, 2014, unless redeemed earlier.

The Company however, is confident of repaying its residual liabilities under the schemes including redemption of Preference Shares much sooner than the period envisaged under MS-09.

In view of this, Directors regret their inability to recommend dividend.

3. MODIFIED REHABILITATION SCHEME (MS-09):

As you are aware, the Hon'ble BIFR has sanctioned the Rehabilitation Scheme of the Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985("SICA") vide its Order dated 30th October, 2002. Thereafter, as already reported last year, the Modified Rehabilitation Scheme (MS-09) of the Company was sanctioned by BIFR, vide Order dated 24th/25th June, 2009.

Consequent upon the net worth of the Company turning positive based on Balance Sheet of 31st May, 2010 and upon application of the Company, BIFR de-registered the Company from the purview of SICA/BIFR vide its Order dated 12th August, 2010. Under the said Order dated 12th August, 2010, BIFR interalia directed that the unimplemented provisions of MS-09, if any, should be implemented by the concerned agencies and their implementation shall be monitored by the Company. Subsequently, in an Appellate Proceedings, the Appellate Authority for Industrial and Financial Reconstruction vide its Order dated 16th May, 2011, interalia modified the above directions to the effect that the implementation of MS-09 shall be monitored by the BIFR instead of the Company.

During the period under review the winding-up petition filed by LKP Merchant Financing Ltd.("LKP")(which was reported to the members of the Company in earlier Directors' Report) was withdrawn by LKP as their dues were settled.

4. SALE OF MAZGAON UNIT LAND OF THE COMPANY IN MUMBAI:

The Members are aware that the BIFR-sanctioned Rehabilitation Scheme and the Modified Scheme of the Company provided for sale of surplus assets including Mazgaon land in Mumbai.

As intimated to the members in the Explanatory Statement annexed to the notice of postal ballot dated 9th May, 2011, the Company had received Offer dated 3rd May 2011 from Piramal Developers Pvt. Ltd. and Gliders Buildcon LLP, entities of Ajay Piramal Group for development or sale / assignment of leasehold land of the Company admeasuring about 30,910 Sq. Mtrs. (including road set back area of 3622 Sq. Mtrs.) situated at Rambhau Bhogale Marg, Mazgaon, Mumbai-400 010, for a consideration of Rs.605.80 Crores. The said proposal was approved by the members by passing a resolution by postal ballot by overwhelming majority of 99.82% of the valid votes cast in the said postal ballot.

Accordingly, on 17th June, 2011, the Company executed Agreement with Gliders Buildcon LLP, for the development and other relevant agreements in respect of a part of the Company's leasehold land at Mazgaon in Mumbai admeasuring about 30,910 Sq. Mtrs.

As mentioned in the explanatory statement to the notice of the said postal ballot, the remaining 50% land of the Company at Mazgaon (Mumbai), is required to be surrendered to the Municipal Corporation of Greater Mumbai ("MCGM") for which the Company will be eligible to get Transferable Development Rights("TDRs"). The Company will be able to sell such TDRs in the market.

The Developer shall construct at its cost a Spinning Unit and give it to the Company for recommencing the spinning activity with a capacity of 10000 spindles which is required to be run by the Company in terms of the notification dated 10th February, 2004 issued by the Government of Maharashtra for dereserving 50% of the land and also in terms of the BIFR sanctioned schemes.

Ahmedabad Unit :

As reported to the members in the Directors' Report for financial year ended 30th September, 2003 the Company had agreed to sell its closed Ahmedabad Unit to Annapurna Polymers Pvt. Ltd. (APPL) for a consideration of Rs.6,77,70,000/- out of which the Company had already received a sum of Rs.5,10,00,000/- as advance. The said sale was pursuant to the Scheme of Rehabilitation approved by BIFR, and it was also approved by the Asset Sale Committee appointed pursuant to the said BIFR Scheme. The formal transfer of the assets of the said unit to APPL was completed during the period against which the Company has received the balance consideration of Rs.1,67,70,000/-.

5. YEAR IN RETROSPECT :

During the period under review, due to continuous product development activities and better plant maintenance efforts, the production during the 13 months period was substantially improved to 192.88 lacs mtrs. compared to 180.74 lacs mtrs. during the previous period of 14 months. This could have been improved further but for the shortage of working capital and delay in implementation of capital expenditure due to lack of funds which adversely affected the utilization of plant capacities.

Cost reduction and product improvement projects were undertaken on continuous basis in order to reduce losses and improve Profitability. With this, the Company has been successful in improving the process house capacity utilization as well as deliver better quality products.

Further, there was a substantial rise in raw material rates as also increase in employees cost due to high infl ation and consequential increase in dearness allowance. The increase in cost of production due to these factors was off-set to a large extent by an increase in selling prices of the products, increase in volume of production and better product-mix.

Total sales during the 13 months period was 218.16 lacs mtrs. compared to 197.89 lacs mtrs during the previous period (14 months). The textile turnover during the current period of 13 months was Rs.165.32 crores as compared to Rs.132.38 crores during the previous period.

The period under review was a landmark for the Company since it was de- registered from the purview of SICA/BIFR after almost a decade of hibernation under BIFR. Further the Company also achieved a major milestone of completing the sale of its Mazgaon Unit land. The proceeds realized therefrom will be sufficient to address the residual outstanding liabilities in terms of MS-09. It will also provide the requisite seed capital to the Company to raise its Fixed Capital and Working Capital requirements from the Banks for its growth and expansion.

6. PROJECT PROMOTION DIVISION:

NOCIL Limited (NOCIL):

During the year 2010-11, NOCIL had relatively stable business conditions in the first half of the year. However, right from the beginning of second half, prices of most of its inputs started hardening on the back of the surge in the crude oil price as well as the prices of various derivatives thereof. Also the Company continues to face very aggressive competition from the dumped imports of Rubber Chemicals into India and margins remained under pressure due to the continued dumping of the products. The Company has initiated a Mid Term Anti-Dumping Petition on imports sourced from Korea. Despite increase in input cost by a combination of timely booking of orders at the best possible prices, better management of various operational parameters and organization of utilities management, the margins during the year remained more or less similar to the previous year.

The turnover of NOCIL for the year 2010-11 was Rs.480 crores as compared to Rs.460 crores, representing an increase of 4.50% over the previous year. The production of Rubber Chemicals and their intermediates was 38,264 MT for the year under review as against 36,697 MT representing an increase of 4 % as compared to the previous year. NOCIL has made Profit before Tax of Rs.48.01 Crore for the year as compared to Rs.50.13 Crores for previous year. During the year 2010-11, NOCIL achieved exports of Rs.181 crores, which were marginally lower than Rs.186 crores in the previous year.

The Rubber Chemicals market continues to remain competitive and dumping by international suppliers into India continues to be a matter of concern.

7. ENERGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

8. PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration of Rs.65 lacs for 13 months period ended 30th June, 2011 or Rs.5 lacs per month for the part of the period. Hence, Statement required to be given as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not given.

9. INDUSTRIAL RELATIONS:

The relations between the employees and the Management have remained cordial.

10. DIRECTORATE:

Shri P. R. Amin and Shri V. K. Balasubramanian, Directors of the Company will retire by rotation at the ensuing 97th Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

11. SUBSIDIARY COMPANIES:

During the period under review Mishapar Investments Ltd., Sudas Manufacturing & Trading Limited, Sunanda Industrial Machinery Ltd., Mafatlal Services Ltd., continued to be the subsidiaries of your Company.

As per the general exemption granted under Section 212(8) of the Companies Act, 1956, by the Government of India, Ministry of Corporate Affairs, New Delhi. vide its General Circular No.2/2011, dated 8th February, 2011, Balance Sheet and Profit & Loss Account, Directors' Report and the Auditor's Report of the Subsidiary companies have not been attached with the Balance Sheet of the Company.

However, other details required to be given as per the said General Circular No.2/2011, dated 8th February, 2011, have been disclosed in the Annual Report.

The Annual Accounts and related information of the subsidiary companies are open for inspection by any member at the Registered office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available these documents upon request by any member of the Company who may be interested in obtaining the same.

12. INSURANCE:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are properly insured.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA), of the Companies Act, 1956, your Directors report as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit of the Company for the period under review,

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the directors have prepared the annual accounts on a going concern basis.

14. AUDITORS:

At the Annual General Meeting, Members are requested to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara, as Auditors for the current year and to fix their remuneration. The specific notes forming part of the Accounts referred to in the Auditor's Report are self-explanatory and give complete information.

Cost Audit:

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to the product "Textiles" is required to be carried out every year. The Company has appointed Cost Auditors viz. Shri I. V. Jagtiani, Mumbai and Shri B. C. Desai, Ahmedabad, to audit the cost accounts for the Financial Year 2010-11 i.e. from 1.06.2010 to 31.05.2011, pursuant to approvals of the Central Government vide their letters dated 15th July, 2010 and 13th July, 2010, respectively. The Company has applied to the Central Government for approval to the appointment of the said Cost Auditors for the extended Financial Year 2010-11 ended on 30th June, 2011.The Cost Audit Report in respect of the financial period 2010-11 will be filed on or before the due date i.e.27th December, 2011.

15. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under the Listing Agreement with Stock Exchanges, Reports on "Corporate Governance" as well as "Management Discussion and Analysis Report" are attached and form part of the Directors' Report. Further, during the period under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report on Corporate Governance.

16. APPRECIATION:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of your Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company.

For and on behalf of the Board,

H. A. MAFATLAL

Chairman Mumbai,

Dated: 8th August, 2011

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May 31, 2010

The Directors present the 96th Annual Report together with Audited Statement of Accounts for the 14 months period ended 31st May, 2010.

1. FINANCIAL RESULTS:

The Financial Results of the Company are as under: (Rs.in Lacs)

Current period Previous Year

2009-10 2008-09

(14 months) (12 months)

Turnover (Including export benefits/ 13238.21 12707.10

incentives)

Other Income 17575.49 42059.00

(Decrease)/increase in Stock of (117.26) 17.20

finished Goods & Process Stock

Gross Profit 7065.18 34951.28

[Before Interest, Depreciation & Tax]

Less: Depreciation 332.51 , 402.02

Interest (Net) 458.23 782.54

Provision for Current tax

(Including Wealth tax) 1100.25 0.40

Provision for Fringe Benefit

Tax - 15.60

Profit after Taxes 5174.19 33750.72

Excess Provision of Tax of

Earlier Years 2.11 -

5176.30 33750.72

Add: Deficit brought forward from

Previous Year/Period (31278.03) (65028.75)

(26101.73) (31278.03)

*The Board of Directors has extended the Financial Year 2009-10 to end on 31s1 May, 2010.

2. DIVIDEND:

Your Directors regret their inability to recommend dividend.

3. MODIFIED REHABILITATION SCHEME (MS-09):

As you are aware, the Honble Board for Industrial & Financial Reconstruction (BIFR) has sanctioned the Rehabilitation Scheme of the Company, under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 vide its Order dated 30th October, 2002. The said Scheme was implemented substantially by the Company.

As already reported last year the Modified Rehabilitation Scheme (MS-09) of the Company was sanctioned by the Honble Board for Industrial & Financial Reconstruction (BIFR), New Delhi, vide Order dated 24th/25th June, 2009. During the period under review the Company has taken steps to implement the said Scheme.

As mandated by the BIFR in MS-09, the promoters of the Company have, in order to strengthen the equity base of the Company, converted the 300,00,000 - Optionally Convertible Fully Redeemable Non-cumulative Preference Shares of Rs.10/- each aggregating Rs.3000 Lacs and the Company has allotted on 12th November, 2009, 48,13,860 Equity Shares of Rs.10/- each at the conversion price of Rs.62.32 per equity share (i.e. Premium of Rs.52.32 per share) computed as per formula provided in the said modified rehabilitation scheme. The formula for the conversion price is higher of either (i) the average of weekly high and low of closing price of shares of the Company as quoted on the Bombay Stock Exchange during the six months preceding the date of conversion of OCCP or (ii) the average of weekly high and low of the closing price of shares of the Company as quoted on Bombay Stock Exchange during the 2 weeks preceding the date of conversion i.e.12-11-2009.

In terms of Clause 78(1) Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the said shares have been listed on BSE and ASE with a lock-in period of 3 years for 19,62,722 shares and balance 28,51,088 shares for one year.

The Honble High Court of Bombay has dismissed the Public Interest Litigation (PIL) filed by an NGO in the Honble High Court of Bombay, challenging the decision of the Government of Maharashtra for de-reserving 50% of the Mazgaon Unit Land of the Company in Mumbai. Thus, the 50% of the said land is available to the Company either for sale or to develop the same.

Further as per the direction and the guidelines of the MS-09, the Company constituted Asset Sale Committee-I comprising of a representative of the Company, Monitoring Agency, Government of Maharashtra and a Nominee Director appointed by the BIFR, for the disposal of identified assets at Mumbai, Maharashtra and similarly Asset Sale Committee-ll comprising of a representative of the Company, Monitoring Agency, Government of Gujarat and a Nominee Director appointed by the BIFR, for the disposal of the identified assets in Gujarat was constituted. Substantial work on disposal of the Assets has been completed in accordance with the directions and guidelines issued in the said MS-09. Accordingly the said Asset Sale Committees have disposed of some of the identified assets of the Company and realized more than Rs.80 crores.

During the year the Net Worth of the Company turned positive as at 31s1 May, 2010 and the Company ceased to be Sick Industrial Undertaking within the meanning of Section 3(i) (o) of the SICA, 1985. On an application by the Company seeking its de-registration from BIFR under SICA, the BIFR, vide its Order dated 12th August, 2010, discharged the Company from the perview of SICA/BIFR with certain directions as under:

i) IDBI Bank is relieved from the responsibility of Monitoring Agency.

ii) The un-implemented provisions of Modified Scheme (MS-09) if any, should be implemented by the concerned agencies and their implementation would be monitored by the Company M/s. Mafatlal Industries Limited.

iii) The Special Director1, appointed by the BIFR on the Companys Board of Directors (BoD), if any, would stand discharged with immediate effect.

iv) The Company would complete the necessary formalities with the Registrar of Companies (ROC) as may be required.

The Company has filed the said order with the Registrar of Companies on 04.09.2010.

4. YEAR IN RETROSPECT:

, Operations of the Company during the period under review were affected by shortage of working capital resulting in underutilization of the plant capacities. While working with existing old machines best possible efforts have been made to produce the high quality products with reasonable success. Delay in implementation of Capex has affected Companys plans to achieve higher value addition in product-mix. Cost-reduction and product- improvement projects have been undertaken on continuous basis in order to reduce losses and improve product-mix. With these efforts the Comapny has been successful in improving the Companys process-house capacity utilisation as well as deliver better quality products.

This policy of continuous product-mix improvement / process improvement has helped Company to achieve higher volumes of sale of processed fabrics in export as well as domestic markets. The Company has substantially reduced production of Grey fabrics for sale due to its very low contribution margins at 8.49 lac mtrs during the period under review as compared to 53.86 lacs Yntrs during the previous year

Profitability during the period under review was adversely affected by substantial increase in prices of raw materials and higher wage bill due to increased D.A. There was marginal relief in profitability due to favourable foreign exchange rate realization against exports.

The total sales during the period (14 months) was 184.53 lacs mtrs. as compared to 190.33 lacs mtrs during previous period of 12 months. The textile turnover during the current period Apr 09 to May 10 was Rs. 132.38 crores as against Rs. 127.08 crores during the previous period of 12 months.

5. PROJECT PROMOTION DIVISION:

NOCIL Limited (NOCIL):

The year 2009 -10 started with an unprecedented negative outlook due to the global financial meltdown. Fortunately, the situation in India had started turning positive as compared to the Western world. As a result, the domestic Tyre industry got back to normal production levels and consequently demand for rubber chemicals showed a healthy trend in the domestic market. NOCIL experienced positive volume growth during the year under review and this growth as mentioned above, was driven mainly by Domestic Sales.

The turnover of NOCIL for the year under review was Rs.460 crores as compared to Rs.499 crores representing a decrease of 7.87% over the previous year. The production of rubber chemicals and their intermediates was 36697 MT for the year under review as against 33573 MT representing an increase of 9.30% as compared to the previous year.

During the year under review, NOCIL achieved exports of Rs.181 crores as against Rs.231 crores in the previous year.

During the year NOCIL has managed to pay off all its secured loans in the first quarter of the year and also pay unsecured loan during May, 2010. As such NOCIL has become a debt free company.

6. ENERGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Additional information on conservation of energy, technology absorption. foreign exchange earnings and a:. required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

7. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this Report, and will be sent on demand to the shareholders. Any shareholders interested in obtaining a copy of the said statement may write to the Company Secretary.

8. INDUSTRIAL RELATIONS:

The relations between the employees and the Management have remained cordial. ,

9. DIRECTORATE:

Shri Arvlnd N. Mafatlal retires by rotation but has shown his unwillingness for re-appointment on retirement. In recognition of the contribution made by him in the growth of the Company as well as the Group, it is decided by the Board to confer the honour of "Chairman Emeritus" on Shri Arvind N. Mafatlal w.e.f. the date of conclusion of 96 th Annual General Meeting. Shri Hrishikesh A Mafatlal is appointed as the Chairman of the Company from the date of the conclusion of the ensuing 96 th Annual General Meeting. The Board places on record its sincere appreciation for the valuable services rendered by Shri Arvind N. Mafatlal during his tenure with the Company.

Shri P. J. Desai, Director of the Company will retire by rotation at the ensuing 96th Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

BIFR has withdrawn the nomination of Shri Mohan Lall as Special Director from the Board of Directors of the Company with effect from 30th March,2010. The Board places on record its sincere appreciation of the guidance and co operation extended by Shri Mohan Lall during his tenure as Director of the Company.

10. SUBSIDIARY COMPANIES.

During the year under review Mishapar Investments Ltd., Sudas Manufacturing & Trading Limited, Sunanda Industrial Machinery Ltd., Mafatlal Services Ltd., continued to be the subsidiaries of your Company.

As per the exemption granted to the Company by the Central Government vide its Order No. 47/3/2010-CL-lll dated 28th June,2010, the Company has not attached copy of the Balance Sheet and Profit and Loss Account, Directors Report and Auditors Report of the Subsidiary Companies for the financial year ended 31" March, 2010 and other documents required to be attached under Section 212(1) of the Companies Act/1956 to the Balance Sheet of the Company for the period ended 31st May, 2010.

However, the other details as required by the Central Government, while granting the said exemption, are disclosed in the Report.

The Annual Accounts and related information of the subsidiary companies are open for inspection by any member/investor at the Registered Office of the Company on any working days between 2.00 p.m. to 4.00 p.m. and the Company will make available these documents/details upon request by any

member of the Company who may be Interested in obtaining the same. The annual accounts and related information of the subsidiary companies are also available on the Companys website.

11. INSURANCE:

The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are properly insured.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA), your Directors report as under:

(i) that in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the period and of the Profit of the Company for the period under review, 1

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the directors have prepared the accounts on a going concern basis

13. AUDITORS:

At the Annual General Meeting, Members are requested q appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara, as Auditors for the current year and fix their remuneration. The specific notes forming part of the Accounts referred to in the Auditors Report are self- explanatory and gives complete information.

Cost Audit

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to the product Textiles" is being carried out every year. The Company has appointed Cost Auditors viz. Shri I. V. Jagtianl, Mumbai and Shri B. C. Desai, Ahmedabad, to audit the cost accounts for the year 2009-10 i.e. from 1.04.2009 to 31.05.2010. Necessary applications have been made for amendment in Financial Year 2009-10 to end on SI" May, 2010 instead of 31st March, 2010 in approvals of the Central Government vide their letters bearing dated 8.06.2009 and 09.11.2009. Approvals for modifications are awaited.

14. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

As required under the Listing Agreement with Stock Exchanges, Reports on "Corporate Governance as well as "Management Discussion and Analysis are attached and forms part of the Directors Report. Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report on Corporate Governance.

15. APPRECIATION:

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of your Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company.

For and on behalf of the Board,

H A MAFATLAL

Vice- Chairman

Mumbai,

Dated: 24th September, 2010