Rupa & Company Ltd

Your Directors have pleasure in presenting the Twenty Third Annual Report of your Company alongwith the audited Statement of Accounts for the financial year ended on March 31, 2008.

FINANCIAL RESULTS

The highlights of the financial results for the year 2007-08 are as follows :

The Company has achieved a growth of 17% in Sales & Income from Operations during the year under review over the previous year. The Sales & Income from Operations including other income during the year under review were Rs. 35179.42 lacs as against Rs. 30096 56 lacs in the previous year Your Company has also achieved a growth of 18% in Gross Profit before Interest, Depreciation and Tax & Profit after Tax respectively during the period under review over the previous year The Gross Profit before Interest, Depreciation and Tax during the year under review is Rs 2958.13 Lacs as compared to Rs. 2499 51 lacs in the previous year. The Profit after Tax for the year under review is Rs. 1161.60 lacs as against Rs. 977.11 lacs in the previous year.

Your Company has Wholly Owned Subsidiaries M/s Euro Fashion Inners International Private Ltd, (which is engaged in selling hosiery products under the brand name "EURO") and Rupa Reality Limited. The products sold under the "EURO" brand are premium products designed for the taste of upper-class consumers The subsidiary "Euro Fashion Inners International Private Ltd," achieved turnover of Rs 2687.48 lacs during the year under review

DIVIDEND

Considering the financial performance of your Company during the FY 2007-08 and with a view to meet the twin objectives of rewarding shareholders adequately and retaining resources to meet your Company's business requirements, your Directors are pleased to recommend a dividend of Rs. 3.5 /- per share 35% for the FY 2007-08 (previous year 35%). The outflow on account of the equity dividend would be Rs. 88187 51 lacs including tax on dividend.

DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

AUDITORS' REPORT

The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

DIRECTORS

Shri S.K.Khaitan and Shri R.S Agarwal retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment

i) Management Discussion and Analysis ;

ii) Corporate Governance Report ;

iii) Auditors' Certificate regarding compliance of conditions of Corporate Governance

iv) Declaration duly signed by Mr K.B Agarwala Managing Director to the effect that all Board Members and Senior Management Personnel of the company have affirmed compliance with the code of conduct as laid down by the Company.

The Auditors M/s. K. Agrawal & Co. Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

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

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures ;

(b) They have selected such accounting policies and applied them consistently and made judgements 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 2007 - 2008, and of the profit of the Company for that period ,

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) The Annual Accounts have been prepared on a going concern basis.

Remuneration of Chairman is given under Corporate Governance Report. Except Chairman none of the employees of the Company, was in receipt of remuneration which requires disclosures under Section 217(2A) of the Companies Act, 1956 and the Rules made therein.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act,1956 and the Rules made therein, the concerned details relating to energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure - I attached hereto which forms part of this Directors' Report.

PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE

A statement containing necessary information as required under the Listing Agreements with the Stock Exchanges, is annexed hereto as Annexure 'II'.

ACKNOWLEDGEMENTS

Your Directors express their deep and sincere appreciation for the continued cooperation and support extended to the Company by the Government authorities, Company's Bankers, Financial Institutions, vendors, customers and shareholders during the year under review. Your Directors also express and convey their warm appreciation to all employees for their diligence and contribution to the growth of the Company.

ANNEXURE - I TO THE DIRECTORS' REPORT

Information as required under Section 217(1)(e) read with Companies (Disclosure of Particulars in respect of Board of Directors) Rules,1988

Energy Conservation and Technology Absorption

Research and Development is being carried out by the Company in the areas of product design & marketing.Due to continuous efforts and development,products of your Company enjoy premium position in the market. Other provisions of Section 217(1)(e) of the Company Act,1956 with regards to conservation of energy & technology absorption are not applicable to your Company.

ANNEXURE - II TO THE DIRECTORS' REPORT

The Securities of the Company are listed in the Stock Exchanges as stated below and the annual listing fees have been paid to each of the Exchange: