MUDRA LIFESTYLE LTD.mudralifestyle.com/Annual-Report-08-09.pdfmore than 20 years in the...

MUDRA LTD.LIFESTYLEREDEFININGLIFESTYLE

A n n u a l R e p o r t 0 8 - 0 9

Our Vision

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Through all of our products, services and relationships, we add to life's

contentment.

To be a renowned textile player globally known for its quality products

which leads the trend.

To build a world class professional team and be a respectable employer

in the world.

To be a trend-setter in fashions and work towards and be known as a

creator of value to its stake-holders.

Our Mission

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Upholding highest standards of ethical values at all levels

institutionalizing systems-approach in all functions of the management.

Creating a conducive environment for talent to blossom.

Forging long-term relationship with all the stake-holders.

Corporate Objectives

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To provide total solutions from weaving to garmenting.

To ensure total customer satisfaction.

To create an affordable lifestyle for people through constant upgradation

of technology.

To be a Global Enterprise and expand all avenues in clothing through

quality, innovation and pricing.

To be a leader in quality clothing that improves and enhances lifestyle.

Chairman’s Message

Mudra Lifestyle is an integrated textile Company being managed by a highly experienced

management. Mudra has been working with renowned global and domestic textile players

providing them quality products and timely delivery at competitive prices.

Our working experience with large global and domestic corporations, constant research in

fabrics designs and proven efforts demonstrate the consistency in quality of our products.

Our company is multi products, multi fiber and multi market players covering the entire

textile value chain at length. With a target market that is a diverse mix of the domestic

market, institutional sales, garment export trade and international market (exports) that

ensure spread of risk and stability of earning.

Over the last 12 months, we have implemented, phase I of Mega Expansion Project and

commercial production of said Phase I, has already been started. We have also undertaken

Phase II of said Mega Expansion Project of Rs. 135 crores for which civil work has already

been started and expected to be completed by December, 2009.

The Indian textile industry is estimated to be around US$52 billion. The textile industry is

very crucial to the Indian economy in terms of contribution to GDP and employment as

shown below:-

during the year 2007-08, the sector contributed 14% to industrial production, 4% to the

GDP and 17% to country's export earnings

it provides direct employment to over 35 million people in spinning, weaving, knitting,

processing, readymade garments etc. and it is the second largest provider of

employment after agriculture.

At Mudra, we have geared ourselves to contribute towards this challenge and take Indian

industry to an altogether new universe. I sincerely thank all our shareholders, employees

and valued customers for sharing our vision and supporting us and foresee a continued

support in our future endeavours in wrapping the universe in comfort and style.

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BOARD OF DIRECTORS

Mr. Murarilal B. Agarwal - Chairman & Managing Director

Mr. Ravindra B. Agrawal - Joint Managing Director

Mr. Vishwambharlal K. Bhoot - Executive Director

Dr. S. A. Dave - Independent Director

Mr. S. C. Bhargava - Independent Director

Mr. S. P. Pandian - Independent Director

MEMBERS OF AUDIT COMMITTEE

Mr. S. C. Bhargava - Chairman

Dr. S. A. Dave - Member

Mr. Ravindra B. Agrawal - Member

CHIEF FINANCIAL OFFICER COMPANY SECRETARY

Mr. Ganeshmal Surana Mr. Mahesh K. Poddar

REGISTERD OFFICE BANKERS

th5129-41, D Wing, 5 Floor State Bank of India

Oberoi Gardan, Chandivali Farms Road, Axis Bank Limited

Chandivali, Andheri (E), Oriental Bank of Commerce

Mumbai - 400072. State Bank of Patiala

Bank of India

State Bank of Hyderabad

State Bank of Travencore

State Bank of Indore

AUDITORS

V. K. Beswal & Associates, Chartered Accountants, Mumbai

WORKS

Weaving Process House Garmenting

Daman Navi Mumbai Daman

Bhivandi (Sonale and Kalher) Tarapur Bangalore

Tarapur

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NOTICE ............................................. 01

DIRECTORS' REPORT ............................................. 03

REPORT ON CORPORATE GOVERNANCE ............................................. 09

MANAGEMENT DISCUSSION & ANALYSIS ............................................. 17

AUDITOR'S REPORT ............................................. 20

BALANCE SHEET ............................................. 23

PROFIT & LOSS ACCOUNT ............................................. 24

SCHEDULES ............................................. 25

NOTES ON ACCOUNTS ............................................. 30

BALANCE SHEET ABSTRACT ............................................. 36

CASH FLOW STATEMENT ............................................. 37

CONTENTS

ADDITIONAL INFORMATION:-

1.Brief profile of Mr. Pandian Sivabalan Paul :-

Mr. Pandian Sivabalan Paul, who retires by rotation and being eligible, offers himself for re-appointment.

Mr. Pandian Sivabalan Paul is an Independent Director on our Board. He is basically a Textile Technologist having worked for

more than 20 years in the manufacturing areas of various leading textile mills (Saraspur Mill, Premiere Mill, Bombay

Dyeing Mfg. & Co. Ltd. and Mafatlal Industries Ltd.) after getting his post graduation (M.Sc.Tech.) from Mumbai University.

He has also published more than 100 technical papers in leading Textile Journals and visited various universities as

visiting faculty.

By Order of Board of Directors

For MUDRA LIFESTYLE LIMITED

Place : Mumbai MAHESH K. PODDAR

Date : (Company Secretary)28th June, 2009

NOTICE

thNOTICE is hereby given that 12 Annual General Meeting of the Company will be held on thWednesday, the 30 day of September 2009 at the Hotel Kohinoor Continental, Andheri-Kurla

Road, Andheri (E), Mumbai - 400 059 at 10.30 a.m. to transact the following business:-

ORDINARY BUSINESS

st1. To receive, consider and adopt the Audited Balance Sheet as at 31 March, 2009 and Profit

& Loss Account for the year ended on that date together with the Report of auditors and

Directors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. Pandian Sivabalan Paul, who retire by rotation and being

eligible offer himself for re-appointment.

4. To appoint auditors for the year 2009-10 and fix their remuneration.

By Order of the Board of DirectorsFor MUDRA LIFESTYLE LIMITED

Place : Mumbai MAHESH K. PODDAR

Date : (Company Secretary)28th June, 2009

NOTES

1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of

himself and the proxy need not be a member of the Company. Proxies, in order to be effective,

should be duly stamped, completed, signed and deposited at the Registered Office of the

Company not less than 48 hours before the meeting.

2. Section 109A of the Companies Act, 1956 permits Nomination by the Shareholders of the

Company in prescribed Form No. 2B. Shareholders are requested to avail of this facility. The

duly filled in and signed Form No. 2B should be sent to the Share Transfer Agents of the

Company at their address.

3. Additional information, pursuant to clause 49 of the Listing Agreement with Stock Exchange,

on Directors recommended for appointment / reappointment at the Annual General meeting,

is appearing in the Report and Accounts.

4. Members are requested to bring the admission slips along with their copy of the Report to the

meeting.

5. Members holding shares in physical form are requested to notify/send the change in their

address at the Registered Office of the Company and holding shares in electronic form are

advised to send the same information to their respective Depository Participant.

6. The Register of Members and Share Transfer Books of the Company will remain Closed from th thMonday, 28 September, 2009 to Wednesday 30 September, 2009 (both days Inclusive).

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2 01 MUDRA LIFESTYLE LTD. I Annual Report 08-09 02MUDRA LIFESTYLE LTD. I Annual Report 08-09

OPERATIONS OF THE COMPANY

MEGA EXPANSION PROJECT

SPANDEX YARN PROJECT

The Company has achieved total income for the year Rs. 31443.04 Lacs as against Rs. 27249.01 Lacs in the previous year.

The net profit for the year was Rs. 1372.54 Lacs as against Rs. 2346.55 Lacs in the previous year. Due to recession prevailed

in global as well as in domestic market, your company could not perform very well. Still the company was able to achieve

growth in total income for the year.

The Company has positioned itself as an integrated multi product, multi fiber and multi market player covering the entire textile

value chain at length. The Company's target market is a diverse mix of the domestic market, garment export trade and

international market (exports) to ensure risk diversification and stability of earning. Presently the Company sells its fabrics to

domestic as well as international market. In addition we also use the fabrics for internal consumption and at the same time sell

it to other garment exporters. Company's process house caters to its requirements and at the same time do outside jobs.

The Company is making continuous efforts in up-gradation of technology and also expanding its capacity to reduce the cost

and to remain as a competitive supplier of high quality products in the domestic as well as in the international market.

The Company issued 95,80,000 Equity Shares of Rs. 10/- each at a premium of Rs. 80 per shares in February 2007 to part

finance expansion project (Phase I) of Rs. 177 Crores alongwith the financial assistance of Banks to increase manufacturing

capacities of the company. Phase I of said Mega expansion project has been commenced in the month of March 2009.

The Company has also undertaken the Phase II of said Mega Expansion Project and the Civil work for Phase II has been

commenced. Simultaneously the orders for machines are being placed and the said project is expected to be operative in the

month of September 2009.

In previous year, the company decided to install spandex yarn project /Elastomeric yarn project of 3200 TPA costing of Rs. 300

2 03 MUDRA LIFESTYLE LTD. I Annual Report 08-09 04MUDRA LIFESTYLE LTD. I Annual Report 08-09

FINANCIAL RESULTS(Rs. in Lacs)

2008 - 09 2007 - 08

Operational & other Income 31443.04 27249.01

Profit Before Interest, Depreciation & Tax 4144.19 4624.45

Interest 1290.45 875.20

Depreciation 797.65 576.08

Profit before Tax 2056.09 3173.17

Less: Provision for Taxation including FBT & prior period adjustments 249.50 408.27

Deferred Tax 434.05 418.35

Net Profit after tax 1372.54 2346.55

Appropriations

Proposed Dividend 215.94 359.90

Dividend Tax 44.92 62.86

Balance brought forward 3840.19 1916.40

Balance Carried to Balance Sheet 4488.30 3840.19

To the Members,

thYour Directors have pleasure in presenting their 12 Annual Report

together with the audited statement of accounts of the Company for st

the year ended 31 March 2009.

PARICULARS OF EMPLOYEES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

AUDITORS

CORPORATE GOVERNANCE

INDUSTRIAL RELATIONS

APPRECIATION

The Company has no employee drawing remuneration above the limit mentioned at 217(2A) of the Companies Act, 1956 and

accordingly no statement is annexed.

A statement showing particulars required under the Companies (Disclosure of Particulars in the Report of the Board of

Directors) Rules, 1988, read with section 217(1)(e) of the Companies Act, 1956, in the prescribed forms (Form A and Form B)

is attach herewith and marked as Annexure A.

During the year foreign exchange earnings were Rs. 2657.95 Lacs and foreign exchange outgoings were Rs. 8125.97 Lacs.

Thus the Company is a net foreign exchange user with net flow of Rs. 5468.02 Lacs.

The retiring auditors, M/S V.K. Beswal & Associates, Chartered Accountants, Mumbai are eligible for reappointment and offer

themselves for reappointment.

The Securities and Exchange Board of India (SEBI) has prescribed Corporate Governance standards. Your Directors reaffirm

their commitment to these standards and this Annual Report carries a section on Corporate Governance.

Your Company has an enviable track record of successful human capital management, which has remained the source of

sustainable competitive advantage. Your Company's growth and success has generated due to talent and expertise of its

employees. The relations with employees at all levels have been cordial throughout the year.

The Board wishes to express its thanks to the Stakeholders, Company's bankers and various Government authorities for their

support and co-operation, during the year under review. The Board also wishes to express its appreciation to the employees of

the Company and their families for their dedication, contribution and support during the year under review.

ON BEHALF OF THE BOARD

Place : Mumbai MURARILAL B. AGARWAL

Dated : CHAIRMAN & MANAGING DIRECTOR28th June, 2009

crores (approx.), preferably in the State of Uttrankhand/Himachal Pradesh The project was

proposed to be funded by contribution from Promoters by way of Convertible Share Warrants

amounting to Rs. 36 Crores, issuance of FCCB/GDR/ADR up to Rs. 200 Crores and the balance by

way of bank loans. The Shareholders of the Company had approved the issuance of equity

warrants to the promoter and issuance of FCCB and other equity related instruments in their

Extra Ordinary General Meeting held on 18.01.2008. The Company raised Rs. 3.6 Crores from the

Promoters by issuing the Convertible Share Warrants.

But due to adverse capital market condition, the company could not raise the funds for the aforesaid

project and for time being, the proposed project was put on hold.

Your Directors are pleased to recommend dividend of Rs. 0.60/- per Equity Share on face value of

Rs. 10/- per equity share i.e @ 6% for your approval. Total outgo including dividend tax would be

Rs. 260.86 lacs.

During the year, Dr. G. P. Nair, resigned from the Directorship of the company w.e.f. 27th July 2008.

The board places its gratitude for the services provided to the company, during his tenure.

Mr. Pandian Sivabalan Paul, Director of the Company retire by rotation at this Annual General

Meeting and is eligible for re-appointment which the Board recommends.

During the year, the Company has not accepted any fixed deposits u/s 58A of the Companies

Act, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards had been

followed alongwith proper explanation relating to material departures, if any.

2. In preparation of Accounts, the Company had selected accounting policies and applied them

consistently and made judgement 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 and Loss of the Company for the year.

3. In the preparation of accounts, the Company has taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the provisions of this act for

safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities.

4. In the preparation of Accounts, the going concern concept has been followed.

DIVIDEND

DIRECTORS

FIXED DEPOSITS

RESPONSIBILITY STATEMENT

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05 MUDRA LIFESTYLE LTD. I Annual Report 08-09 06MUDRA LIFESTYLE LTD. I Annual Report 08-09

ANNEXURE TO THE DIRECTORS' REPORT

Particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

1) Conservation of Energy :

(a) Energy Conservation Measures taken by the Company :

The company has taken various steps to reduce consumption of energy like separate

meters are being installed for effectively monitoring the section wise energy consumption.

(b) Additional Investment and proposals, if any, being implemented for reduction of

consumption of energy.

Re-sizing of the motors is being done to run the motors at full load conditions.

(c) Impact of measures (a) and (b) above for reduction of energy consumption and

consequent impact on cost of production of goods.

Energy conservation measures have led to reduction in the cost of production.

(d) Total energy consumption per unit of production as per Form “A”.

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FORM “A”

Year Ended 31/03/2009

A. Power and Fuel Consumption Fabrics Garments

1. Electricity

(a) Purchase Unit (Lacs) 90.45 7.39

Total Amount (Rs. Lacs) 365.42 41.24

Rate/Unit (Rs.) 4.04 5.58

(b) Own generation

(Through D.G.Set)

Diesel oil Consumed (Lacs Ltrs.) 2.67 0.54

Total Amount (Rs. Lacs) 91.88 18.67

Avg. Per Ltr (Rs.) 34.41 34.57

28.40 LacsPieces

Electricity (Rs.) 1.30/Meter 2.11/Piece

B. Consumption per unit of production

Production 352.22 Lacs Meters

2) Technology Absorption :

I. Research and Development (R&D)

1. Specific areas in which R & D carried out by the company :

Product and quality improvement, development, new designs, cost control and energy conservation.

2. Benefits derived as a result of the above R & D :

Product quality has improved.

3. Future plan of action :

The Company continues to focus its efforts on innovations in textile development Processes.

4. Expenditure on R & D :

it is not possible to segregate the expenses on R & D.

II Technology absorption, adaptation and innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation :

The Company has been developing in-house modifications/ improvements in process technology in its various

manufacturing sections which, when found suitable, are integrated into the regular manufacturing operation.

2. Benefits derived as a result of the above efforts, eg. Product improvement, cost reduction, product

development, import substitution, etc :

High Product quality and increased business potential

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the

financial year), following information may be furnished:

(a) Technology imported

(b) Year of import Not Applicable as

(c) Has technology been fully absorbed? no imported technology

(d) If not fully absorbed, areas where this is put to use.

has not taken place, reasons therefore

and future plans of action.

CORPORATE GOVERNANCE REPORT

Your Company has complied, in all material respects, with features of Corporate Governance code

as per Clause 49 of the Listing Agreement with the Stock Exchanges.

A report on the implementation of the Corporate Governance Code of the Listing Agreement by the

Company is furnished below.

Corporate governance is about maximizing shareholder value legally, ethically and on a

sustainable basis, while ensuring fairness to every stakeholder - our customers, employees,

prospective investors and the Community. Thus, corporate governance is a reflection of our culture,

policies, our relationship with stakeholders and our commitment to values. The corporate governance

philosophy is driven by the interest of stakeholders and business needs of the Company.

MUDRA believes that sound corporate governance is critical to enhance and retain investor trust.

Accordingly, we always seek to ensure that we attain our performance rules with integrity.

Board of Directors of Mudra Lifestyle Limited exercises its fiduciary responsibilities in the widest

sense of the term. Our disclosures always seek to attain the best practices in international corporate

governance. We also endeavor to enhance long-term shareholder value and respect minority rights

in all our business decisions.

Our corporate governance philosophy is based on the following principles:

Satisfy the spirit of the law and not just the letter of the law

Be transparent and maintain a high degree of disclosure levels

Have a simple and transparent corporate structure driven solely by business needs

Management is the trustee of the shareholders' capital and not the owner

The Company's philosophy on corporate governance aims at enhancing the shareholders value.

The corporate governance philosophy is driven by the interest of stakeholders and business needs

of the Company. The principles of corporate governance emerge as the cornerstone of the

Company's governance philosophy.

1. Directors

The current policy of the Company is to have an Executive Chairman who is also the

Managing Director. All the whole-time Directors have long experience in the Textile Industry.

The Composition and category of Directors in the Board of the Company are:-

1. PHILOSOPHY ON CORPORATE GOVERNANCE

2. BOARD OF DIRECTORS

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Sr. Directors Designation No. of No. of CommitteesNo. Directorships Member Chairperson

1. Mr. Murarilal Agarwal CMD 2 3 1

2. Mr. Ravindra Agarwal Jt. Mg. Director 2 4 2

3. Mr. V.K. Bhoot Executive Director 2 1 0

4. Dr. S.A. Dave Independent Director 10 1 3

5. Mr. S.C. Bhargava Independent Director 14 8 3

6. Mr. S.P. Pandian Independent Director 1 1 0

7. *Dr. G.P. Nair Additional Director 1 0 0(Independent)

Name of the Director No. of board meetings Whether last AGM attendedAttended in F.Y.2008-09

Mr. Murarilal B. Agarwal 10 Yes

Mr. Ravindra B. Agarwal 10 Yes

Mr. V.K. Bhoot 9 Yes

Mr. S.C. Bhargava 10 No

Dr. S.A. Dave 9 No

Mr. S.P. Pandian 8 No

Dr. G.P. Nair* 1 No

* Dr. G.P.Nair has resigned from the directorship w.e.f 27.07.2008.

* Dr. G.P.Nair has resigned from the directorship w.e.f 27.07.2008.

Notes :-

While considering the total number of directorships, directorships in private Companies have also been included.

2. Details of Board meeting held during the financial year 2008-09

During the Financial year 2008-09, board of the company met 10 (Ten) times on 22/04/2008, 29/06/2008, 27/07/2008,

13/08/2008, 24/10/2008, 25/11/2008, 15/12/2008, 26/01/2009, 04/02/2009, 25/02/2009. Detail Agenda notes and the

information required to be given in terms of Companies Act, 1956, and Listing Agreement were circulated to the Board.

3. Attendance at the board meetings and last Annual General Meeting

The terms of reference of the Compensation Committee is very wide and includes:-

All the elements of remuneration packages of all the directors i.e. salary, benefits, bonuses, stock options, pension etc.

The fixed component and performance linked incentives, along with the performance criteria, if any.

Service contracts, notice period, severance fees.

A. The Remuneration policy of the Company is summarized as follows :

(i) For Managing Director & Whole time Director

o A fixed component-consisting of salary, allowances and perquisites; the perquisites and benefits are in line with the

Company's Rules for senior management personnel.

o A variable component – linked to the performance of the Company as well as of the Director-consisting of special

allowance, as determined by the Remuneration Committee.

o No sitting fees is payable.

(ii) For Non-Executive Directors

Sitting fee is paid as per Companies Act, 1956, and the Articles of Association of the Company, for attending any

meeting of the Board or Committees of the Board. There are no pecuniary relationship or transactions between any of

the non-executive Directors and the Company.

Given below are the details of sitting fees paid to the non-executive directors of the company during the year.

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3. AUDIT COMMITTEE

The Company has set up its Audit Committee in December 2005 and it is reconstituted again on

28.04.2006 due to appointment of Independent Directors namely:-

Mr. S.C. Bhargava and Dr. S.A. Dave.

The terms of reference of the Audit Committee is very wide and includes overseeing the Company's

Oversight of the Company's financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible.

Recommending to the Board of Directors, the appointment, re-appointment and, if required,

the replacement or removal of the Statutory Auditor and the fixation of audit fees.

Reviewing, with the management, the annual financial statement before Submission to the

board for approval, with particular reference to:-

1. Any matters required to be included in the Director's Responsibility Statement to be

included in the Board's Report in terms of clause (2AA) of Section 217 of the Companies

Act,1956.

2. Changes in any accounting policies and practices and reasons for the same.

3. Major accounting entries involving estimates based on the exercise of judgment by

management.

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

5. Compliance with listing and other legal requirement relating to financial statements.

Disclosure of any related party transaction reviewing, with the management adequacy of the

internal control system.

Reviewing with management, the quarterly financial before submission to the board for

approval.

Dates of Committee Meetings

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Name of member Designation Attendance - Yes/No

29.06.08 27.07.08 24.10.08 26.01.09

Mr. S.C. Bhargava Chairman Yes Yes Yes Yes

Dr. S.A. Dave Member Yes Yes Yes Yes

Mr. Ravindra Agarwal Member Yes Yes Yes Yes

The minutes of the Meeting of the Audit Committee are placed before the Board and the Company is

following the recommendations of the Audit Committee.

The Company has constituted the “Compensation/Remuneration Committee” w.e.f 28.04.2006

comprising of following members:-

1. Dr. S.A. Dave Chairman

2. Mr. S.C. Bhargava Member

3. Mr. Ravindra B. Agrawal Member

4. COMPENSATION COMMITTEE

Name Total Sitting Fees paid (Rs.)

Mr. Subhash Chandra Bhargava 2,00,000

Dr. S.A. Dave 1,50,000

Dr. G.P. Nair 10,000

5. INVESTOR'S GRIEVANCE COMMITTEE

The Board of Directors of the Company has constituted the Investor's Grievances Committee of Directors w.e.f. 28.04.2006.

The committee specifically redresses the grievances of the Shareholders. The terms of references of shareholders Grievance

Committee inter-alia considers the following matters:-

A. To consider and approve requests for transfers, transmissions, dematerialization / rematerialisation and issue of fresh

share certificates on replacement / subdivision / consolidation, issue of duplicate share certificate on loss whether by

theft, misplacement or otherwise.

B. To review the status of Dematerialisation of Company's shares and matters incidental thereto.

C. To review and monitor the approval to the transfers and transmission made by any Director under executive authority

delegated to him from time to time.

D. To monitor the matters of litigation related to shareholders and take decisions relating thereto.

E. To consider, review and monitor the matters related to the shareholders grievances.

F. To consider and finalize the report on Corporate Governance to be annexed with the Annual Report of the Company.

G. To deal with any other matters related and / or incidental to the shareholders.

(I) As indicated in the Notice to our Shareholders, the Annual General Meeting of the Company will be held on th30 September, 2009 at Hotel Kohinoor Continental, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059 at 10.30 a.m.

st st(II) The financial year of the Company is 1 April 2008 to 31 March 2009

th th(III) Date of Book Closure from 28 September 2009 to 30 September 2009 for the purpose of Annual Book Closure.

(Both days inclusive)

th(IV) Dividend Payment will be on or after 30 September, 2009.

(V) The Equity shares of the Company are listed on the following two Stock Exchange :

The Bombay Stock Exchange, Mumbai (BSE)

The National Stock Exchange of India Limited (NSE)

The Company has duly paid the listing fees to both the aforesaid Stock Exchanges For the Financial Year 2009-10.

(VI) Stock Code of Company

Trading symbol at Bombay Stock Exchange Ltd : “532820”

National Stock Exchange of India Ltd : MUDRA

(VII) Stock Market price data

The Investor Grievances Committee presently comprises of the following Members:-

1. Dr. S.A. Dave Chairman

2. Mr. S.C. Bhargava Member

3. Mr. Murarilal Agarwal Member

4. Mr. Ravindra Agrawal Member

During the year, 1 complaint regarding Non Receipt of Refund order/Allotment Advice,

3 complaints regarding non receipt of credit of shares, 2 complaints from SEBI, 11 complaints

regarding non receipt of Dividend Warrant, 6 Complaints regarding non receipt of Refund Order,

4 complaints regarding non receipt of Annual Report, 3 complaints regarding non receipt of

demat credit and all of them were resolved. No complaints were pending / outstanding as

on 31/03/2009.

6. DATE , VENUE & TIME FOR THE LAST THREE ANNUAL GENERAL MEETING

No Special Resolution was passed through Postal Ballots during the financial year and no

special resolution is being proposed to be conducted through postal Ballot.

There are no materiality significant related party transactions material in nature with its

promoters, the directors or the Mgt, their subsidiaries or relatives etc.

No penalties or strictures has been imposed on the Company by Stock Exchange or SEBI or

any statutory authority, on any, matter related to Capital markets, during the last three years.

The company's quarterly results, in the format prescribed by the Stock Exchanges, are approved

and taken on record by the Stock Exchange on which the Company's shares are listed.

The quarterly unaudited financial results are generally published in the English and Vernacular

news papers. These results are published in Economic Times and Navbharat Times also

Submitted to Stock exchanges to enable them to put them on their website.

This information is furnished herein below:-

7. DISCLOSURE

8. MEANS OF COMMUNICATION

9. GENERAL SHAREHOLDER INFORMATION

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Date Venue Time No. of SpecialResolution

27.11.2006 149, Shiv Shakti Indl. Estate 11.30A.M NoneAndheri Kurla RoadAndheri (E), Mumbai.

26.09.2007 Hotel Kohinoor, Andheri Kurla Road, Andheri (E), Mumbai-72 10.30A.M None

30.09.2008 5129-41, D-Wing, Oberoi Garden 10.30A.M None Estate, Chandivali, Andheri (E), Mumbai - 400 072.

Month NSE BSEHigh (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

APR. 08 50.00 35.65 49.90 35.55

MAY. 08 52.90 41.40 52.50 38.70

JUN. 08 44.50 33.55 44.25 32.15

JUL. 08 36.40 29.30 36.50 29.20

AUG. 08 40.90 31.80 40.95 31.20

SEPT. 08 40.80 26.50 40.00 27.00

OCT. 08 31.65 16.25 32.00 16.00

NOV. 08 21.00 15.50 21.00 15.25

DEC. 08 16.20 13.30 17.50 13.25

JAN. 09 17.40 13.00 17.40 13.00

FEB. 09 14.75 11.60 15.75 11.55

MAR. 09 14.00 10.60 13.75 9.60

(VIII) In respect of transfer of physical shares, shareholders are advised to contact the Share Transfer Agent of the Company. Shares received for physical transfer are generally registered within a period of 15 days from the date of receipt.

st(IX) Distribution of Shareholding as on 31 March, 2009.

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(XII)ADDRES FOR CORRESPONDANCE:-

MUDRA LIFESTYLE LIMITEDth5129-41, D wing, 5 Floor, Oberoi Garden Estates,

Chandivali Farms Road, Chandivali, Andheri (E),

Mumbai - 400 072.

Tel: +91-22-28472600 / 01

Fax: +91-22-2847 2603

Email: [email protected]

Compliance with Non-Mandatory Requirement

The Company complies with following non-mandatory requirements of Clause 49 of the Listing agreement.

a) Remuneration Committee: A detailed note on Remuneration Committee is furnished here in above, in this Report.

b) Audit Qualification: The Company has unqualified financial statement.

c) Whistle Blower Policy: The Company has not adopted Whistle Blower Policy which is non mandatory requirement

of listing agreement.

DECLARATION UNDER CLAUSE 49

All the Board Members and Senior Management have affirmed compliance to the “Code of Conduct” for the financial

year 2008-09.

Place : Mumbai Murarilal B. Agarwal

Dated : (MANAGING DIRECTOR)

AUDITORS' CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

The Members,

Mudra Lifestyle Limited

We have examined the compliance of conditions of Corporate Governance by Mudra Lifestyle Limited, for the year ended

March 31, 2009 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited

to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company is

compliant with the requirements of Corporate Governance as stipulated in the above mentioned Listing Agreement.

The above compliance however is not an assurance of efficiency or effectiveness with which the Management has conducted

the affairs of the Company.

For V. K. Beswal & Associates,

Chartered Accountants

Place : Mumbai (R. P. Laddha)

Date : Partner

M. No. 48195

28th June, 2009

28th June, 2009

st(IX) Distribution of Shareholding as on 31 March, 2009.

REDEFININGLIFESTYLE


Range (In Rs.) Total % of Total Total Holding % of TotalHolders Holders In Rupees Capital

1 - 5000 16701 88.7548 25442180.00 7.0691

5001 - 10000 923 4.9051 7817920.00 2.1722

10001 - 20000 536 2.8485 8161960.00 2.2678

20001 - 30000 210 1.1160 5426420.00 1.5077

30001 - 40000 72 0.3826 2561290.00 0.7117

40001 - 50000 107 0.5686 5184340.00 1.4405

50001 - 100000 121 0.6430 9543640.00 2.6517

100001 - 99999999 150 0.7972 295766940.00 82.1792

Total 18820 359904690.00 100.00

Pattern of Shareholding as on March 31, 2009.

(X) Dematerialization of Shares and Liquidity

The Company Shares are available for trading in dematerialization form with Both the

Depositories viz. National Securities Depository Ltd. And Central Depository Securities Ltd.

Total 35594514 Shares stand dematerialized, in Aggregate, amounting to 98.90% of the

total paid up equity capital of the Company.

(XI) REGISTRAR & SHARE TRANSFER AGENT

BIGSHARE SERVICES PVT LTD.

E-2, Ansa Industrial Estate,

Sakivihar Road, Saki Naka,

Andheri (E), Mumbai-400 072.

Tel: +91-22-2847 3747/3474

Fax: +91-22-2847 5207

Email: [email protected]

Category No. of Shareholders No of Shares % of Shareholding

Promoter 3 19611589 54.49

Mutual Funds 0 0 0

Financial Institution/Banks 7 1432979 3.98

Venture capital Funds 1 986665 2.74

Foreign institutional investor 1 2000 0.01

Corporate bodies 453 3675836 10.21

Residential individual 18130 10047498 27.92

Others(Clearing Members) 35 21048 0.06

NRI 186 212853 0.59

Trust 1 1 0.00

Total 18817 35990469 100

17 MUDRA LIFESTYLE LTD. I Annual Report 08-09

INDUSTRY STRUCTURE AND DEVELOPMENT

The textiles and garments industry is one of the largest and most prominent sectors of Indian economy, in terms of output, foreign

exchange earnings and employment generation. The textile Industry is crucial to the Indian economy in terms of contribution

to GDP and employment. It contributes about 4% to the GDP, accounts for over 14% of total industrial production, generates

8% of the Central excise revenue and contributes around 35% of gross export earnings in trade and 16% of gross export

earnings. The sector is the 2nd largest employment provider after the agriculture sector, employing over 35 mn people directly.

After elimination of quota restriction, India is most benefited. Apart from this, the Central Government has also extended the

Technological and Upgradation Funds Scheme (TUFS) for textile industry which provides 5% interest reimbursement on the

specified machinery purchased and also capital subsidy of 10% for investment in processing machinery.

The company has expanded the capacities by installing 69 looms under TUF Scheme and the commercial production has

already been started and we expect that the combined effect of all will give good result for the current financial year. In the

Current Year the Company will also complete implementation of mega expansion project, which will also improve,

performance of the Company substantially.

The Indian industry is amongst the very few in the world that is truly vertically integrated from raw material to finished products.

It contains within itself, fibre-production, spinning, knitting and weaving, as well as apparel manufacture. Indian industry has

consistently remained flexible in terms of production quantity and lead time. While typical production runs are governed by

fabric colour minimums, India presents the possibility of producing quantities as low as to a few hundred pieces. This capability

is especially critical in an unpredictable market where retailers and brands are looking to source ever-smaller quantities of

product, increasingly closer to the season. The policy environment that was unfavorable to large-scale manufacturing in the

past has also created an unintended strength - a base of design, product development and merchandising capability.

A major gap in Indian industry is its fragmented industry structure with a dominance of small scale industries. Small scale also

brings with it the problem of productivity. Smaller companies often do not have the resources to invest in appropriate

technology or retraining, or in the re-engineering of processes. While skilled Indian labour is inexpensive in absolute terms,

due to lower productivity levels, much of this advantage is lost by small firms.

Strengths

nAbundant raw material availability

nAvailability of low-cost skilled labour

nPresence across the value chain

nGrowing domestic market

Weaknesses

nFragmented Industry

nImpediments due to historical regulations

nLow productivity

nLow cost competitiveness with regards to other developing nations

nTechnological obsolescence

Industry outlook

SWOT Analysis of the Indian Textile & Apparel Industry

18MUDRA LIFESTYLE LTD. I Annual Report 08-09

MANAGEMENT DISCUSSION &

ANALYSIS

Opportunities

nOpening up of entire market by the end of Agreement on Textile and Clothing (ATC)

nResearch and new product development can help the companies to move across the

value chain

Threats

nIncreased competition in the domestic markets

nCheaper imports

nOutdated regulatory framework

nIncreased importance of adherence to ecological and social norms

The textile industry is fiercely competitive. The threat of competition emerges not only from the

organized as well as the disorganized sector and from both small and big players. At the

international level, the company is in direct competition with companies in nations having a low cost

base such as Philippines, China and Bangladesh etc .We are also in direct competition with the

leading apparel and fabric manufacturers of India as well as the local brands.

The Company is having adequate internal control systems and procedures which commensurate

with the size of the Company, all the departments of the Company are following the established

rules and regulations for internal control systems still the Company is considering about Internal

Control Audit Department which ensure that the internal control systems are properly followed by all

the concerned departments of the Company.

This part has been discussed in Directors Report.

Garment Manufacturing Industry is one of the high labour and low capital intensive industries. Like

any other organization in the manufacturing sector, garment sector have to sustain intense

competition and perpetual changes. Well motivated workforce that performs up to its potential can

make all the difference between a successful organization and the one that aspires to be the one of

the leading garment manufacturers. The policies of the company are transparent. The company

focuses and continuously work for the health, safety and welfare of employees and all the

manufacturing facilities are subject to compliance audit by the international buyers regularly.

The policy of the Company is in conformity with the various labour welfare legislations in force. The

policy addresses inter alia, joining formalities, working hours, leave policy and travel policy, wage

policy, provident fund, gratuity, bonus and resignation.

During the year under review, the Company has enjoyed cordial professional relationship with the stemployees at all levels. Manpower figure of the Company as on 31 March 2009 was more than 2500.

Internal Control systems and their adequacy

Discussion of financial performance with respect to operational performance

Material Development in Human Resources

REDEFININGLIFESTYLE


AUDITORS REPORT

stWe have audited the attached Balance Sheet of MUDRA LIFESTYLE LIMITED as at 31 March 2009 and also the Profit and

Loss Account & Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based

on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for

our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003(as amended) issued by the Central Government of India

in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956. We enclose the annexure statement on the

matters specified in paragraphs 4 and 5 of the Order.

2. Attention is drawn to: Note no. r of schedule “Q” regarding change in accounting policy relating to exchange difference

on fixed assets resulting in increase in profits for the year by Rs. 302.73 lacs.

3. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were

necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from

our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with

the books of accounts.

d) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet,

Profit & Loss & Cash Flow Statement Account are prepared in accordance with the Accounting Standards referred

to in sub-section (3C) of Section 211 of the Companies Act, 1961.ste) On the basis of written representations received from directors as on 31 March, 2009 and taken on record by the

stBoard of Directors, we report that none of the Directors are disqualified as on 31 March, 2009 from being

appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial

statements together with notes thereon and attached thereto give in the prescribed manner the information

required by the Companies Act, 1956, required and give a true and fair view in conformity with the accounting

principles generally accepted in India:sti. In so far as it relates to the Balance Sheet of the state of affairs of the Company as at 31 March, 2009.

ii. In so far as it relates to the Profit & Loss Account of the PROFIT of the company for the year ended on that date,

and

iii. In so far as it related to the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For V.K.BESWAL & ASSOCIATES

CHARTERED ACCOUNTANTS

C.A. R.P. LADDHA

Place : Mumbai PARTNER

Date : Membership Number - 4819528th June, 2009

REDEFININGLIFESTYLE


10. The company has no accumulated losses at the end of the financial year. The company has not incurred any cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. As per the information and explanations given to us the company is generally regular in making the repayments due to the banks & financial institution and as at 31.03.2009 there are no overdue amounts.

Further in respect of the loans obtained by company from Indusind Bank the amount repayable is in dispute and hence we are unable to comment whether the company has committed any default in repayment of the same.

12. According to the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a Chit Fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of para 4 (xiii) of the Order do not apply to the company.

14. As per records of the company and information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

15. The company has not given any guarantee in connection with loans taken by others.

16. According to the records of the Company, the Company has applied the term loans for the purposes of which it was taken during the year.

17. According to the information and explanations given to us and, on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

18. According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s.301 of the Act.

19. During the period covered by audit report the company has not issued any debentures.

20. During the year the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For V.K. BESWAL & ASSOCIATESCHARTERED ACCOUNTANTS

C.A. R.P. LADDHAPlace : Mumbai. PARTNERDated : Membership Number - 4819528th June, 2009

MUDRA LIFESTYLE LIMITED : ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE

(Referred to in paragraph 1 thereof)

1. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed by the management on such verification.

c) Based on our scrutiny of the records of the company and the information & explanation received by us, we report that there were sale of fixed assets during the year but the fixed assets disposed off did not constitute a substantial part of the fixed assets of the company. Hence, the question of reporting whether the sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

2. a) As explained to us physical verification of inventories has been conducted during the year by the management at reasonable intervals.

b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of services/goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct weaknesses in the aforesaid internal control system.

5. a) In our opinion and according to the information and explanations given to us the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in to the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices, which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from public. Therefore, the provision of Clause (vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

7. In our opinion the Company has an internal audit system commensurate with its size and nature of its business.

3. During the year the company has not granted any loans to Parties covered in the registeredmaintained under section 301 of the Companies Act, 1956.

In view of our comments above, clauses (iii) (b) (c) and (d) of the said order are not applicable tothe company.

The company has taken unsecured loans from three parties (payable on call and no stipulationfor due date of repayment) covered in the registered maintained under section 301 of theCompanies Act, 1956. The aggregate maximum amount involved during the year was Rs. 307.91 lacs. The year-end balance of such loans was Rs.206.08 lacs.

The said loans are interest free and other terms and conditions on which loans have been takenare prima facie, not prejudicial to the interest of the company.

In view of our comments above, clause (iii) (g) of the said order is not applicable to the company.

Name of Statute Amount (Rs.) Period for Forum wherewhich it relates dispute is pending

Income Tax Act, 1961 18,98,807 2002-2003 Commissioner ofIncome Tax (Appeals)

Income Tax Act, 1961 199,514 2004-2005 Income Tax AppellantTribunal, Mumbai

Income Tax Act, 1961 10,96,019 2008-2009 Commissioner ofIncome Tax (Appeals)

8. As per the information and explanations provided to us and on the basis of the certificate of the cost auditor, we are of the opinion that in pursuant to prescribed rules by the central government, the company has maintained cost records u/s. 209(1) (d) of the companies Act.

9. a) According to the records of the company produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it except Municipal Tax of Rs. 22,55,481, which were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable .

b) According to the records of the company, there are no undisputed dues of sales tax, customs duty, wealth tax, service tax and excise duty / cess except as under :

REDEFININGLIFESTYLE


As at As at Schedule 31.03.2009 31.03.2008

Rs. in Lacs Rs. in Lacs SOURCES OF FUNDS : SHARE HOLDERS FUND : Share Capital A 3,599.05 3,599.05Reserves & Surplus B 14,065.12 12,995.88 Monies Pending Allotment 360.00 360.00

18,024.17 16,954.93

Loan Funds : Secured Loans C 24,766.34 15,533.65Unsecured Loans D 206.08 2.90

24,972.42 15,536.55

Deferred Tax Liability 668.86 234.81

TOTAL 43,665.45 32,726.29APPLICATION OF FUNDS Fixed Assets E Gross Block 25,609.86 8,314.21 Less : Depreciation 2,063.10 1,265.45

Net Block 23,546.76 7,048.76 Add: Capital Work in Progress 2,814.95 3,856.46

26,361.71 10,905.22

INVESTMENTS F 96.76 119.75

CURRENT ASSETS, LOANS & ADVANCES

Inventories G 10,800.68 10,718.14 Cash and Bank Balances H 2,201.28 7,733.86 Loans and Advances I 2,305.90 1,630.88 Sundry Debtors J 9,099.12 6,619.12

24,406.98 26,702.00

LESS: CURRENT LIABILITIES & PROVISIONS K

Current Liabilities 6,781.80 4,375.68 Provisions 418.20 625.00

7,200.00 5,000.68

NET CURRENT ASSETS 17,206.98 21,701.32

TOTAL 43,665.45 32,726.29 Significant Accounting Policies and notes to the accounts Q

As Per our report of even date,

For V. K. BESWAL & ASSOCIATES, FOR MUDRA LIFESTYLE LIMITED CHARTERED ACCOUNTANTS

MURARILAL AGARWAL CHAIRMAN & MANAGING DIRECTOR

R. P. LADDHA PARTNER RAVINDRA AGARWAL M.No. : 48195 JOINT MANAGING DIRECTOR PLACE : MUMBAI DATE : 28th June, 2009 GANESHMAL SURANA

CHIEF FINANCIAL OFFICER

MAHESH PODDAR COMPANY SECRETARY

MUDRA LIFESTYLE LIMITEDBALANCE SHEET AS AT 31ST MARCH 2009

MUDRA LIFESTYLE LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2009

Schedule For the Year For the Year ended ended

31.03.2009 31.03.2008

Rs. in Lacs Rs. in Lacs

INCOMESales & Operating Income L 30,448.06 26,405.90 Other income M 994.98 843.11 Increase/(Decrease) in Stock N (357.77) 3,880.69

TOTAL 31,085.27 31,129.70

EXPENDITURE Cost of Sales O 26,941.08 26,505.25 Depreciation/Amortisation 797.65 576.08 Financial Charges P 1,290.45 875.20

29,029.18 27,956.53

Profit Before tax 2,056.09 3,173.17 Add/(Less) : Provisions for Taxes - Current Tax (187.28) (387.01)

- Wealth Tax (0.50) (0.53) - Fringe Benefit Tax (16.06) (19.00)

- Deferred Tax (434.05) (418.35)

NET PROFIT AFTER TAX 1,418.20 2,348.28 Add/(Less) : Prior Period Adjustment (45.66) (1.73)

1,372.54 2,346.55 APPROPRIATIONS Transfer to Capital Reserve 463.57 Proposed Dividend 215.94 359.90Corporate Dividend Tax 44.92 62.86

648.11 1,923.79

Add: Balance brought forward 3,840.19 1,916.40

Balance transferred to Balance Sheet 4,488.30 3,840.19

EPS 3.81 6.52

Basic & Diluted 3.52 6.41

Significant Accounting policies & Notes to the Accounts Q

As Per our report of even date,For V. K. BESWAL & ASSOCIATES, FOR MUDRA LIFESTYLE LIMITEDCHARTERED ACCOUNTANTS

MURARILAL AGARWALCHAIRMAN & MANAGING DIRECTOR

R. P. LADDHA RAVINDRA AGARWAL PARTNER JOINT MANAGING DIRECTORM. No. : 48195

GANESHMAL SURANAPLACE : MUMBAI CHIEF FINANCIAL OFFICERDATE : 28th June, 2009

MAHESH PODDARCOMPANY SECRETARY

REDEFININGLIFESTYLE



SCHEDULE FORMING PART OF BALANCE SHEET

As at As at 31.03.2009 31.03.2008

[Rs in Lacs] [Rs in Lacs]

SCHEDULE `A'SHARE CAPITAL : Authorised 60,010,000 Equity Shares of Rs. 10/- each 6,001.00 6,001.00

6,001.00 6,001.00

Issued, Subscribed and paid up :35,990,469 Equity Shares of Rs. 10/- each fully paid up 3,599.05 3,599.05(of the above 11,816,184 fully paid up shares were issuedfor consideration other than cash in pursuance to the scheme of amalgamation approved by the High Court, Mumbai)

3,599.05 3,599.05

SCHEDULE `B'RESERVES & SURPLUSSecurities Premium Account 8,530.69 8,530.69Less : Amalgamation, & Share Issue Expenses 42.44 --

8,488.25 8,530.69

Debenture Redemption Reserve - 625.00Less : Transferred to General Reserve - 625.00

General Reserve 625.00 -Add : Transfer from debenture Redemption Reserve 625.00

625.00 625.00

Capital Reserve - -Add : Transferred during the year 463.57 -

463.57 -

Profit & Loss Account 4,488.30 3,840.19

4,488.30 3,840.19

14,065.12 12,995.88SCHEDULE `C' SECURED LOANSTerm Loans 11,858.10 5,287.55Working capital Loans 12,866.34 10,206.37

24,724.44 15,493.92Vehicle LoansFrom Banks 41.90 38.42From Others - 1.31

41.90 39.73

24,766.34 15,533.65

SCHEDULE `D'UNSECURED LOANSFrom Directors 206.08 -From Banks - 2,90

206.08 2.90

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REDEFININGLIFESTYLE


SCHEDULE `K'CURRENT LIABILITIES:Sundry Creditors: - For Goods 5,183.62 2,439.38 - For Expenses 1,231.16 785.76 - Fixed Assets 350.10 1,143.76 - Book Overdraft with Banks 16.92 6.78

6,781.80 4,375.68

PROVISIONS Taxes (net of taxes paid) Fringe Benefit Tax 35.18 23.18 Income Tax 102.96 160.52 Wealth Tax 1.03 0.53 Others Employee Benefits 18.17 18.01 Proposed Dividend 215.94 359.90 Corporate Dividend Tax 44.92 62.86

418.20 625.00

SCHEDULE `L'Sales & Operating Income Sales 30,077.20 26,132.84Processing Charges 370.86 273.06

30,448.06 26,405.90

SCHEDULE `M'Other IncomeExport Incentives 218.28 118.65 Interest (TDS 64.17 lacs) 327.57 723.80 Profit on sale of Fixed Assets 468.49 (6.40)Short Term Capital (Loss) on Investments (5.33) 3.71 Foreign Exchange Fluctuation Income/(Loss) (28.33) 2.03 Dividend 1.01 - sale of Scrap 13.29 1.32

994.98 843.11

SCHEDULE `N’INCREASE/(DECREASE) IN INVENTORYFINISHED GOODS:Closing Stock 4,851.71 4,788.70Less: Opening Stock 4,788.70 1,298.08

63.01 3,490.62WORK IN PROGRESS:Closing Stock 2,324.56 2,745.36Less: Opening Stock 2,745.36 2,355.29

(420.78) 390.07

Total Increase / (Decrease) in Stock (357.77) 3,880.69

SCHEDULE FORMING PART OF PROFIT AND LOSS ACCOUNT

MUDRA LIFESTYLE LIMITEDSCHEDULE FORMING PART OF BALANCE SHEET

As at As at 31.03.2009 31.03.2008

[Rs in Lacs] [Rs in Lacs]

SCHEDULE `F'INVESTMENTS :Quoted : Fully Paid up Equity SharesNIL (5000) Ranbaxy Ltd. - 17.55 15000 Hotel Leela Venture Ltd. 7.01 7.01 6000 Indian Hotels Co. Ltd. 7.18 7.18 4000 (8000) Raymonds Ltd. 13.55 26.91 700 Larsen & Tourbo Ltd. 4.56 - 2000 Reliance Communication Ltd. 3.36 - 10000 Shasun Chemicals & Drugs Ltd. 5.89 5.89 1500 AMD Industries Ltd. 0.65 0.65 13000 Mahanagar Telephone Nigam Ltd. 17.25 17.25 10000 Purvankar Projects Ltd. 36.31 36.31 (Market Value Rs. 30.61 Lacs (99.33 Lacs))

95.76 118.75 Unqouted :10000 Fully paid up Equity Sharesof The Bharat Co-op. Bank (Mumbai) Ltd. 1.00 1.00

96.76 119.75

SCHEDULE `G'INVENTORIES:(As valued & certified by Management)

- Raw Materials 3,074.45 2,786.40 - Work in Progress 2,324.58 2,745.36 - Finished Goods 4,851.71 4,788.70 - Consumables 549.94 397.68

10,800.68 10,718.14 SCHEDULE `H'CASH & BANK BALANCES:Cash in hand 41.26 30.06Balance with Scheduled Banks - In Current Account 180.18 317.34 - In Margin money & Fixed Deposit Account 1,979.84 7,386.46

2,201.28 7,733.86

SCHEDULE `I'LOANS & ADVANCES:Advances recoverable in cash or kind for value to be received 1,631.90 1,208.92- Deposit with Government / Semi Govt. Authorities 674.00 421.96

2,305.90 1,630.88

SCHEDULE `J'SUNDRY DEBTORS:[Unsecured, considered good]- More than six months 519.19 195.83- Others 8,579.93 6,423.29

9,099.12 6,619.12

REDEFININGLIFESTYLE


SCHEDULE - 'Q'SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS FOR THE YEAR ENDED 31.03.2009

a) BASIS OF PREPARATION OF FINANCIAL STATEMENTThe company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis. The accounts are prepared on historical cost basis as a going concern and are consistent with generally accepted accounting principles.

b) Inventories:Inventories are valued at lower of cost or Net Realisiable Value. Cost is determined on moving weighted average basis. Cost of Work in Progress and manufactured goods includes material, labour and other appropriate overheads wherever applicable.

c) Depreciation:Depreciation on Fixed Assets is provided on “Straight Line Method” in the manner prescribed in Schedule-XIV to the Companies Act, 1956.

d) Revenue Recognition: Domestic sales and Processing Charges are accounted for on dispatch of goods to customers and Export Sales are accounted for on the basis of dates of Bill of Lading. Sales are accounted for net of sales return. Dividend is accounted on an accrual basis when the right to receive the dividend is established.

e) Fixed Assets:Fixed Assets are stated at cost of acquisition less accumulated depreciation. The Cost includes taxes, duties, freight, installation and other direct and allocated expenses up to the date of commercial production.

f) Foreign Currency Transactions:Transactions of foreign currencies pertaining to revenue items are recorded at the exchange rates prevailing on the date of the transaction or at the exchange rate under related forward exchange contracts. The realized exchange gains/(losses) are recognized in the Profit & Loss Account. All foreign currency assets & liabilities are translated in rupees at the rates prevailing on the date of Balance Sheet.Further pursuant to the notification of the Companies (Accounting Standards) amendment Rules 2006, the exchange rate difference relating to long term monetary items, arising during the year, in so far as it relates to the acquisition of a depreciable capital asset is added to/deducted from the cost of the asset and depreciated over the balance useful life of the asset. The premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year.

g) Investments:Long term investments are stated at cost.

h) Employee Retirement and Other Benefits:-Defined benefit Obligation: -Gratuity : -Gratuity provision is made for qualifying employees. Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit cost method. Provident Funds : -Contributions to defined contributions schemes i.e. Provident Fund, & ESIC is done to the government owned funds and are charged to the Profit & Loss Account on accrual basis and thereby requiring no provisions or actuarial valuations to be done. Leave Encashment: -Employee benefit in form of leave encashment is provided but as per the policy of the company the employee is not entitled to carry forward the leave and thereby requiring no provisions or actuarial valuations to be done.

i) Borrowing Cost:Borrowing costs that are attributable to the acquisition or construction of the qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for the intended use. All other borrowing costs are charged to revenue.

A.SIGNIFICANT ACCOUNTING POLICIES

SCHEDULE `O’COST OF SALESCOST OF MATERIALSOpening Stock 2,786.40 1,895.79

Add: Purchases 21,642.98 22,811.07 Less: Closing Stock 3,074.45 2,786.40

I 21,354.93 21,920.46

MANUFACTURING EXPENSES:Weaving Charges & Embroidery Charges 868.63 567.89 Wages & Labour Charges 1,066.91 970.85 Power, Fuel & Water 565.67 488.77

Transport , Octroi, Godown & Hamali Charges 278.90 213.86 Consumables 673.80 523.27

II 3,453.91 2,764.64

ADMINISTRATIVE & SELLING EXPENSES:Benefits to Employees Salaries & Other Benefits 626.41 496.05Contribution to Provident Fund & ESIC 35.35 48.79

Staff Welfare 21.97 22.15Repairs & Maintenance

- Plant & Machinery 28.80 23.51 - Building 13.43 17.73 - Others 16.03 11.90

Discount & Commission 334.94 334.36 Packing Expenses 287.86 229.94 Sales Promotion & Advertisement Expenses 111.79 106.64 Security Charges 34.92 26.18 Insurance Charges 17.48 27.28 Electricity Expenses 19.60 12.96 Design & Development Expenses 15.81 16.98 Rent, Rates & Taxes 178.93 121.82 General Expenses 41.40 48.87 Printing & Stationery 28.48 24.84 Travelling & Conveyance 76.59 70.68 Communication Expenses 64.97 57.24 Motor Car Expenses 33.24 29.62 Legal & Professional Charges 47.45 39.58 Directors Remuneration & Perquisites 39.41 40.93 Directors Sitting Fees 3.60 3.11 Miscellaneous Balances w/off 41.10 - Payment to Auditors: 12.68 8.99

III 2,132.24 1,820.15

I+II+III 26,941.08 26,505.25

SCHEDULE `P’

FINANCIAL CHARGESBank Interest & Other Interest 1290.45 875.20

1290.45 875.20

j) Taxation:

(i) Provision for current Tax is made with reference to taxable income computed for the accounting period, for which the financial statements are prepared by the tax rates as applicable.

(ii) Deferred tax is recognized subject to the consideration of prudence, on timing differences being the difference between taxable income and Accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantified using the tax rates and laws enacted/substantively enacted as on the Balance Sheet date. Deferred tax Assets are recognized and carried forward to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized.

k) Impairment of Assets:

At each balance sheet date, the carrying amounts of fixed assets are reviewed by the management to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset's net selling price and value in use.

l) Provisions, contingent liabilities and contingent assets

Estimation of the probability of any loss that might be incurred on outcome of contingencies on basis of information available upto the date on which the financial statements are prepared. A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on management estimates required to settle the obligation at the balance sheet date, supplemented by experience of similar transactions. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. In cases where the available information indicates that the loss on the contingency is reasonable possible but the amount of loss cannot be reasonably estimated, a disclosure to this effect is made in the financial statements. In case of remote possibility neither provision nor disclosure is made in the financial statement. The company does not account for or disclose contingent asset, if any.

a. Segmental Reporting:

The Company is mainly engaged in the business of manufacturing of textiles consisting of fabric and garments. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz; textile products as reportable segment.

The Company operates in Local & Export segments geographically of which the export sales have amounted to Rs. 2657.95 lacs. But due to the nature of business the assets/ liabilities and expenses for these activities can not be bifurcated separately.

B. NOTES TO ACCOUNTS :

REDEFININGLIFESTYLE


1. Key Management Personnel:

b. Related Parties Disclosure:

Sr. No. Name of Person Relationship

1 Shri Murarilal Agarwal Chairman & Managing Director

2 Shri Ravindra Agarwal Joint Managing Director

3 Shri Vishwambharlal Bhoot Director

Relatives of Key Management Personnel

1 Shri Prakash Agarwal Son of Director

2. Details of Transaction:

Transaction with Key Management Personal & their relatives

Name of Party Nature of Transaction Amount (Rs.) in Lacs

Shri Murarilal Agarwal Director Remuneration & Perquisites 13.56

Shri Ravindra Agarwal Director Remuneration & Perquisites 13.19

Shri Vishwambharlal Bhoot Director Remuneration & Perquisites 12.65

Shri Prakash Agarwal Consultancy Charges 4.60

Shri Murarilal Agarwal Loan Taken 103.29

Shri Murarilal Agarwal Loan Repaid 63.54

Shri Ravindra Agarwal Loan Taken 214.65

Shri Ravindra Agarwal Loan Repaid 62.16

Shri Vishwambharlal Bhoot Loan Taken 39.39

Shri Vishwambharlal Bhoot Loan Repaid 25.55

c. Computation of Earning Per Share: (Annualised) Rs. in Lacs

2009 2008

(a) Net Profit after tax available for equity shareholders. Rs. 1,372.54 Rs. 2,346.55

(b) Weighted average number of Equity Shares of Rs.10 each For Basic - 35,990,469 35,990,469outstanding during the period For Diluted - 38,990,469 36,580,632

(c) Basic Earning per share (Rs.) Rs. 3.81 Rs. 6.52Diluted Earning per share (Rs.) Rs. 3.52 Rs. 6.41

d. Security Provided for Secured Loan

i) Term Loans from Banks are secured by first charge on all fixed assets of the company except specific assets and second charge on current assets.

ii) Working Capital loans from banks are secured by hypothecation of current assets and collateral security of specified immovable assets of the company & of the promoters and personal guarantee of promoter directors.

iii) The vehicle loans from banks and others are secured by hypothecation of specified vehicles against which the finance is obtained.

e. Capital Commitment 31st March, 2009 31st March, 2008

Estimated amount of capital contracts remaining to be 12,677.24 10,480.73executed on capital account and not provided

f. Auditors Remuneration

Audit Fees 11.03 8.43Tax Audit Fees 1.65 0.56

g. On the basis of information not ascertainable by the company, amount due to small scale industrial undertaking is not disclosed.

h. During the financial year 2006-07 the company had raised money aggregating to Rs.86.22 Crores by way of public issue and thereby allotted 95.80 lacs Equity Shares of Rs. 10 Each at a premium of Rs. 80 per share on 28.2.2007, of the proceeds the Company has fully utilized the proceeds as under :

Expenses incurred for: -

Project at Tarapur (#) & Bangalore(*) Rs. 7,689.13 Lacs

Preliminary Share Issue Expenses Rs. 932.87 Lacs

(*) Bangalore project commenced commercial production from 04.04.2008

(#) Tarapur project commenced its commercial production from 21.03.2009

i. As approved by the shareholders of the Company in the Extra-Ordinary General meeting held on 18th January 2008 the Board of Directors resolved to allot 30 lacs Warrants to the promoter directors. Each share warrant entitles the holder to

o. Borrowing Cost

31.03.2009 31.03.2008

Borrowing cost capitalized during the year. 1,103 206

p. Contingent Liability :

2009 2008

In respect of Interest payable to Indusind Bank Ltd 26.29 lacs NIL

q. During the year the company has changed its policy by adjusting the foreign currency exchange differences in so far as it relates to the acquisition of a depreciable capital asset, and the same is added to/deducted from the cost of the asset and depreciated over the balance useful life of the asset.

This was a matter of reference in the Limited Review Report. However, pursuant to the retrospective amendment (with effect from December 07, 2006) to Accounting Standard (AS 11) on "Effects of Changes in Foreign Exchange Rates" vide GSR Notification 225(E) dated March 31, 2009, the above accounting treatment followed by the Company is consistent with the revised AS 11. This change has resulted into over statement of profit by Rs. 302.73 lacs.

r. Employee Retirement Benefits : -

GRATUITY

A. The amounts (in Rs.) recognised in the statement of Profit and Loss are as follows:

Sr No. Particulars Defined benefit Obligation

31.3.2009 31.3.2008

1 Current service cost 132,177 99,303

2 Interest on obligation 56,109 41,333

3 Expected return on plan assets - -

4 Net actuarial losses (gains) recognised in year ended (29,891) 59,732

5 Past service cost - -

6 Losses (gains) on curtailments and settlement - -

Total, included in 'Employee Benefit Expense' 158,395 200,368

k. Particulars in respect of goods manufactured and installed capacity:As per Management Certificate

Unit 31.03.2009 31.03.2008Installed Capacity Descriptions Unit Unit

Weaving Looms 358 No. 289No.Processing Capacity 180000 Mtrs. Per day 80000 Mtrs. Per day

Sewing Machines 950 No. 950 No.PRODUCTION ( Including Job Work ), TURNOVER & STOCKS (Rs. In lacs)

31.03.2009 31.03.2008Actual Production UNITFabrics Lacs Mtrs. 352.22 374.33Garments Lacs Pcs. 28.40 16.95

Unit Value Unit ValueTurnoverFabrics Lacs Mtrs. 359.68 24190.50 327.82 21896.10Garments Lacs Pcs. 25.59 5886.70 16.43 4236.74Opening stockFabrics Lacs Mtrs. 65.41 4578.70 18.90 1191.45Garments Lacs Pcs. 1.05 210.00 0.53 106.63Closing StockFabrics Lacs Mtrs. 57.95 4053.26 65.41 4578.70Garments Lacs Pcs. 3.86 798.45 1.05 210.00Consumption of MaterialsYarn Lacs Kgs. 11.23 1477.05 16.01 2112.22Fabrics Lacs Mtrs 329.65 19877.88 304.58 19808.24Shortage Lacs Mtrs 6.79 -- 5.65 --

Note : Production varies according to product mix and design

REDEFININGLIFESTYLE


l. CIF Value of imports

Particulars 31.03.2009 31.03.2008

Amount (Rs. in Lacs ) Amount (Rs. in Lacs )

Capital Goods 7955.70 1562.79

Consumables 34.86 23.58

Raw Material 64.86 104.28

m. Expenditure in foreign currency

Sr. No. Particulars 31.03.2009 31.03.2008

Amount (Rs. in Lacs ) Amount (Rs. in Lacs )

(i) Traveling 43.17 28.93

(ii) Business Promotion 12.29 9.56

(iii) Commission & Agency Charges 15.09 9.76

n. Earning in foreign exchange (Rs. In Lacs)

Particulars 31.03.2009 31.03.2008

FOB Value of Exports 2657.95 1539.06

subscribe for and be allotted 1 equity share of Rs. 10 each fully paid up at an issue price of Rs. 120 per share including premium of Rs. 110 per share. These Warrants shall be convertible (at the sole option of the warrant holder) at any time, in one or more tranches, within a period of 18 months from 1st February 2008 to 30th June 2009, for which they have made a payment of Rs. 12 per Share Warrant at the time of issue of warrants, which represents 10% of the total exercise price. Amount received from the allotees in accordance with the resolutions referred above, have been included under Monies pending allotment.

As at 31.03.2009 promoters did not exercise their option to convert the warrants into equity shares.

j. Deferred Tax

CALCULATION OF DEFERRED TAX ASSETS / LIABILITIES AS ON 31/03/2009 (Amount Rs in Lacs)

Particulars ASSETS AS ASSETS AS TIMING DEFERRED TAXPER BOOKS PER I.T. DIFFERENCE LIABILITY/(ASSETS)

WDV of fixed assets as on 31/03/2009 for items relating totiming differences only 26,361.71 24,017.22 2,344.49 796.89

Share Issue & Amalgamation Expenses - 332.64 (332.64) (113.06)

Employee Benefits - 18.17 (18.17) (6.11)

MAT Credit (8.86)

Closing Deferred Tax (Assets)/Liability 668.86

Less : Opening Deferred Tax Asset 234.81

PROVISION OF DEFERRED TAX 434.05

REDEFININGLIFESTYLE


B. Changes in the present value of the defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows:

Sr No. Particulars Defined benefit Obligation

31.3.2009 31.3.2008

1 Opening Defined Benefit Obligation 1-4-2008 701,368 501,000

2 Service cost for the year 132,176 99,303

3 Interest cost for the year on opening D.B.O. 56,109 41,333

4 Actuarial losses (gains) (29,891) 59,732

5 Losses (gains) on curtailments

6 Liabilities extinguished on settlements

7 Liabilities assumed in an amalgamation in the nature of purchase - -

8 Exchange differences on foreign plans

9 Benefits paid - -

Closing defined benefit obligation 31-03-2009 859,762 701,368

C. Changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows:

Not Applicable as the Liability is not funded.

D. Principal actuarial assumptions at the balance sheet date

(expressed as weighted averages): 31.3.2009 31.3.2008

1 Discount rate as on 31-3-2008 8.25% 8%

2 Expected return on plan assets at 31-3-2008 - -

3 Proportion of employees opting for early retirement - -

4 Annual increase in Salary costs 6% 6%

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and

other relevant factors, such as supply and demand in the employment market.

Note: - After charging current year amount of gratuity to profit and loss account, the provision amount was in excess by Rs 4.99

lacs and the same has been written back.

t Figures of previous years have been regrouped /rearranged wherever necessary. Figures in bracket indicate previous year

figures.

For V. K. BESWAL & ASSOCIATES, FOR MUDRA LIFESTYLE LIMITEDCHARTERED ACCOUNTANTS


R. P. LADDHA PARTNER RAVINDRA AGARWAL M. No. : 48195 JOINT MANAGING DIRECTORPLACE : MUMBAIDATE : 28th June, 2009

GANESHMAL SURANACHIEF FINANCIAL OFFICER


MUDRA LIFESTYLE LIMITEDSCHEDULE FORMING PART OF BALANCE SHEET

I REGISTRATION DETAILSState Code : 11Registration No. : 106945Balance Sheet Date : 31.03.2009

II CAPITAL RAISED DURING THE YEAR (Amount in Rs.'Lacs')Public Issue : Nil Right Issue : Nil Bonus Issue : Nil Private Placement : Nil

III POSITION OF MOBILISATION AND DEVELOPMENTTotal Liability : 43,665.45 Total Assets : 43,665.45

SOURCES OF FUNDSPaid Up Capital : 3,599.05 Monies Pending Allotment 360.00 Reserve & Surplus : 14,065.12 Secured Loans : 24,766.34 Unsecured Loans : 206.08 Deferred Tax Assets/ (Liabilities) 668.86

APPLICATION OF FUNDSNet Fixed Assets : 26,361.71 Investment : 96.76 Net Current assets : 17,206.98

IV PERFORMANCE OF THE COMPANYTotal Income : 31,443.04 Total Expenditure : 29,386.95 Profit Before Tax : 2,056.09 Profit After Tax : 1,372.54

Earning per Share in Rs. : 3.81 Dividend Rate % :

V GENERIC NAMES OF THREE PRINCIPALPRODUCTS/SERVICES OF COMPANY[As per Monetary terms]Item Code No. (ITC Code)Product description : TEXTILES

For V. K. BESWAL & ASSOCIATES, FOR MUDRA LIFESTYLE LIMITEDCHARTERED ACCOUNTANTS


R. P. LADDHA PARTNER RAVINDRA AGARWAL M. No. : 48195 JOINT MANAGING DIRECTORPLACE : MUMBAIDATE : 28th June, 2009

GANESHMAL SURANACHIEF FINANCIAL OFFICER


REDEFININGLIFESTYLE

37 MUDRA LIFESTYLE LTD. I Annual Report 08-09


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2009

Schedule F. Y. 2009 F. Y. 2008

Cash Flow from Operating Activities (A)

Profit before Tax 2,056.09 3,173.17 Adjustments for :(Profit) / Loss on Sale of Fixed Assets (473.82) 6.40 Depreciation and Amortisation 797.65 576.08 Interest,Dividend and Miscellaneous Income (328.58) (727.52)Provision for employee benefits 11.15 7.00 Interest and financial charges 1,290.45 875.20

Operating Proft before Working Capital Changes 3,352.94 3,910.33 Adjustments for :(Increase)/Decrease in Inventories (82.54) (4,960.85)(Increase)/Decrease in Loans and Advances (675.01) (899.67)(Increase)/Decrease in Debtors (2,480.00) (2,587.25)Increase/(Decrease) in Current Liabilities 2,406.13 1,415.89 Tax Paid (Net of Refund) (298.32) (303.70)

Net Cash Flow from Operating Activities 2,223.20 (3,425.26)Cash Flow from Investing Activities (B)Purchase of Fixed Assets (16,405.56) (5,964.15)Interest and Dividend Income Received 328.58 727.52 Proceeds on sale of Fixed Assets 619.92 51.89 Proceeds from sale of Investments 25.59 81.47 Purchase of investments (7.92) (200.23)

Net Cash Flow from Investing Activities (15,439.39) (5,303.50)Cash Flow from Financing Activities (C)Proceeds From Share warrants - 360.00 Dividend paid (359.90) (359.90)Dividend Distribution Tax (59.47) (61.77)Proceeds from Share Premium( Net of Expences) (42.44) - Proceeds from Secured Loans 9,232.69 8,377.79 Proceeds from Unsecured Loans 203.18 (10.80)Interest Paid (1,290.45) (875.20)

Net Cash Flow from Financing Activities 7,683.60 7,430.12

Net (Decrease) / (Increase) in Cash and Cash Equivalents (A+B+C) (5,532.59) (1,298.64)Cash and Cash Equivalents at the Beginning of the Year 7,733.86 9,032.50 Cash and Cash Equivalents at the end of the Year 2,201.28 7,733.86

As Per our report of even date,For V. K. BESWAL & ASSOCIATES, FOR MUDRA LIFESTYLE LIMITEDCHARTERED ACCOUNTANTS


R. P. LADDHA RAVINDRA AGARWAL PARTNER JOINT MANAGING DIRECTORM. No. : 48195

GANESHMAL SURANAPLACE : MUMBAI CHIEF FINANCIAL OFFICERDATE : 28th June, 2009


Amount (Rs.) in Lacs

MUDRA LIFESTYLE LIMITED5129-41, D-Wing, 5th Floor, Oberoi Garden Estate, Chandivali Farms Road, Chandivali, Andheri (E), Mumbai - 400 072.

ATTENDANCE SLIP(To be presented at the entrance)

12th ANNUAL GENERAL MEETING ON 30th SEPTEMBER, 2009 AT 10.30 A.M.at Hotel Kohinoor, Andheri Kurla Road, Andheri (E), Mumbai - 400 059.

Folio No.: DP ID No.: , Client ID No.:

Name of the Shareholder :

Signature of the Shareholder :

(only Shareholders / Proxies are allowed to attend the meeting)

PROXY FORM

I/We of being a member(s)

of Mudra Lifestyle Limited hereby appoint of .

in the district of as my / our proxy to attend and vote for me / us and on my / our behalf at the 12th Annual

General Meeting of Mudra Lifestyle Limited to be held on Wednesday, 30th September 2009 and at any adjournment thereof.

Folio No.: DP ID No.: , Client ID No.:

No. of Shares held :

Signed this day of 2009

Note : The Proxy form must be deposited at the Registered Office of the Company at 5129-41, D-wing, 5th Floor,

Oberoi Garden Estate, Chandivali Farms Road, Chandivali, Andheri (E), Mumbai - 400 072 not less than

48 hours before the time for holding the Meeting.

BANK ACCOUNT PARTICULARS/ECS MANDATE FORM

I/We do hereby authorise Mudra Lifestyle Limited to either

print the following details on my/our dividend warrant or credit my/our dividend amount directly to my/our Bank account

by ECS.

My / Our Folio No.: DP ID No.: , Client ID No.:

Particulars of Bank Account :

A. Bank Name

B. Branch Name

C. Address

D. 9 Digit Code number of the Bank &

Branch as appearing on the MICR Cheque

E. Account Type (Saving / Current)

F. Account No. as appearing on the cheque book

G. STD Code & Telephone No.

I/We shall not hold the Company responsible if the ECS could not be implemented or the Company discontinue(s) the ECS,

for any reason.

Signature of the Shareholder

In case you are holding shares in demat form, kindly advice your Depository Participant (DP) to take note of your

Bank Account particulars / ECS mandate / Change of address.

AffixRevenue

Stamp

&

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