Trident Ltd

Your Directors are pleased to present the 20th annual report and audited accounts ofthe Company for the year ended March 31, 2010.

Financial Results

The financial performance of your Company for the year ended March 31, 2010 issummarised below:

Corporate Overview

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper andChemical and has captive power plant to cater to needs of it’s business segments. Ason the date of report, the Company is having following manufacturing capacities installed& operational:

Financial review

The net sales of the Company for the year under review increased to Rs 18033.6 millionas compared to Rs 13980.6 million in the previous financial year, registering a growth of29 percent. The Operating Profit for the year has increased by Rs 990.5 million inabsolute terms, a growth of approximately 39 percent as compared to last year. During theyear under review, Company has earned a net profit of Rs 564.6 million, registering anincrease of 206 percent as compared to last financial year.

The Company had Earning per share of Rs 2.54 and Cash earning per share was Rs 10.39during the current year.

Analysis of other relevant figures of balance sheet and profit and loss account isgiven in "Management’s discussion and analysis report" forming part ofAnnual Report.

Performance Review

A detailed discussion on performance of operations of the Company is given elsewhere inthis Annual Report under "Management’s discussion and analysis report".

Dividend

Keeping in view overall performance, future expansion and modernisation projects inorder to meet competition, your directors have decided not to recommend any dividend forthe year under review.

Contribution to the national exchequer

The Company contributed a sum of Rs 185.9 million to the exchequer by way of centralexcise duty in addition to other direct and indirect taxes during the year under review.

Exports

Export sales accounted for 47 percent of net sales. During the year under review,export sales increased by 22 percent from Rs 6861.5 million in the previous year to Rs8391.9 million in the current year.

Expansions / Modernisation

Directors of the Company takes pleasure in informing you that during the year underreview, a new unit of terry towel has been commissioned under which Company has upgraded18 looms and installed 24 new looms. This new unit has been commissioned under the Textilepark being developed by Lotus Integrated Texpark Limited, a special purpose vehiclepromoted by Trident Group under the Scheme of Integrated Textile Parks (SITP) ofGovernment of India. With completion of this expansion, the total production capacity ofthe Terry Towel division of AIL has increased to 374 looms. The project has been completedwith a capital outlay of Rs 359.8 million and commercial production on the new facilitieshas been started with effect from January 2, 2010.

During the year under review the Company has fully stabilised the operations of itspaper project which was completed during the financial year 2008-9 and has launched itsnew copier paper ‘Trident Natural’ in the premium segment. In copier segment,the Company has attained respectable position through its already existing brands -‘Spectra’ and ‘My Choice’. With launch of new brand, the Company hasjoined the league of companies offering products in the high-end & eco-friendly copierpaper segment.

You would be pleased to note that your Company has successfully commissioned the YarnSpinning project at Budni, Madhya Pradesh. The Company has commissioned two units of yarnspinning under this project. This project at Budni was commissioned in a phased manner andwith commissioning of second yarn unit at Budni (this being the sixth yarn unit of theCompany), a total of 98,496 spindles have become operational at Budni location. Postcompletion of this expansion, the total yarn spinning capacity of Company has increased to2,24,448 spindles.

Further, the Board of your Company has accorded its In-principle approval forexpansions of its Textile Operations including Spinning, Terry Towels, Sheeting withco-generation of power with an estimated investment of about Rs 30,000 million, within theCompany or through any Special Purpose Vehicle promoted by the Company.

Subsidiaries

As on the last day of financial year under review, Company had one foreign subsidiary,i.e. Abhishek Industries Inc, a wholly owned subsidiary situated at USA; apart from oneIndian wholly owned subsidiary Abhishek Global Ventures Limited. The Ministry of CorporateAffairs, Government of India, vide its letter no. 47/227/2010-CL-III dated April 15, 2010has granted exemption to the Company from attaching balance sheet, profit & lossaccounts, etc of the aforesaid subsidiary Companies to the accounts of the Company for thefinancial year 2009-10. The Annual accounts of the subsidiary companies alongwith thereports of the Directors and Auditors thereon and all related detailed information areopen for inspection by any investor including investor of subsidiary companies at the headoffice of the Company and of the subsidiary companies concerned. The Company will makeavailable these documents to investors including investors of subsidiary companies uponreceipt of request from them. The investors, if they desire, may write to the Company toobtain a copy of the financials of the subsidiary companies.

A statement giving information on the financials of subsidiaries for the year endedMarch 31, 2010 and the consolidated financial statements prepared by the Company inaccordance with Accounting Standard are given in the Annual Report for the reference ofthe members.

During the year under review, the Company has disinvested its entire holding inAbhishek Europe SA, Neuchtel. Consequent to this, Abhishek Europe SA has ceased to becomesubsidiary of the Company w.e.f. May 18, 2009 and the Company does not have any control onthe said subsidiary with effect from that day.

Directors

During the year under review, in accordance with the provisions of Articles ofAssociation of the Company, all the directors, for the time being, except the ManagingDirector & Wholetime Director, shall retire annually and accordingly Mr S.K. Tuteja,Ms. Pallavi Shroff, Ms. Ramni Nirula and Mr Rajiv Dewan, Directors are retiring at theensuing Annual General Meeting. All retiring directors, offer themselves forre-appointment.

Further Mr Karan Avtar Singh ceased to be directors of the Company consequent towithdrawal of his nomination by Punjab State Industrial Development Corporation Limited(PSIDC).

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and noamount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to anyof the financial institutions and/or banks during the year under review.

Corporate governance

Your Company is committed to adhere to the best practices & highest standards ofCorporate governance. It is always ensured that the practices being followed by theCompany are in alignment with its philosophy towards Corporate governance. Thewell-defined vision and values of the Company drives it towards meeting businessobjectives while ensuring ethical conduct with all stakeholders and in all systems andprocesses.

Your Company proactively works towards strengthening relationship with constituent ofsystem through corporate fairness, transparency and accountability. In your Company, primeimportance is given to reliable financial information, integrity, transparency, fairness,empowerment and compliance with law in letter & spirit. Your Company proactivelyrevisits its governance principles and practices as to meet the business and regulatoryneeds.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for theyear 2009-10 has been given in Corporate governance Report, which is attached and formspart of this report. The Auditor’s certificate on compliance with Corporategovernance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set ofvalues and policies. Your Company strives to provide the best work environment with ampleopportunities to grow and explore. Your Company maintains a work environment that is freefrom physical, verbal and sexual harassment. The details of initiatives taken by theCompany for development of human resources are given in Management’s discussion andanalysis report.

The Company maintained healthy, cordial and harmonious industrial relations at alllevels.

Recognitions & Awards

During the year under review, your Company has been conferred with following awards andrecognitions:

• Gold Trophy for outstanding export performance for "Top Exporters –Madeups" in the Category of "Towels" for the year 2008-9 by ‘TheCotton Textiles Export Promotion Council (TEXPROCIL)’

• Bronze Trophy for the "Highest Global Exports" for textiles for theyear 2008-9 by ‘The Cotton Textiles Export Promotion Council (TEXPROCIL)’

• IKEA ‘Best Supplier TASA (Trade Area South Asia) Quality Award for year2008-9

The Ministry of Commerce & Industry, Government of India, has granted the status ofStar Trading House to the Company on the basis of export performance of the Company.

Auditors & Auditors’ Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of theCompany, hold office until the conclusion of ensuing Annual General Meeting and areeligible for reappointment. The Company has received a certificate from M/s Deloitte,Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act,1956 confirming their eligibility and willingness to accept the office of the StatutoryAuditors for the year 2010-11, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors’ Report on theaccounts of the Company for the accounting year ended March 31, 2010. In their report,they have made an observation that loss on valuation of open put derivative options couldnot be determined by the Company due to certain reasons as specified in Note 18 of theNotes to Accounts. The ultimate outcome of these transactions and their effect on theseaccounts cannot be ascertained at this stage.

As you are aware that a major part of revenue of your Company comes from export salesand as such Company has foreign currency fluctuation exposure. Your Company hedges itsforeign currency fluctuation exposure by way of foreign currency derivative options. TheCompany has taken various foreign currency options from various banks and as at March 31,2010, there were certain open put options outstanding having a maturity period up toJanuary 2013. These derivative options are proprietary products of banks, which do nothave a ready market and as such are marked to a model, which is usually bank specificinstead of being marked to market. In the view of the significant uncertainty associatedwith the above derivative options whose ultimate outcome depends on future events, theloss if any, on such open derivative options cannot be determined at this stage.

The other points of Auditors’ Report are self-explanatory and needs no comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject tothe approval of the Central Government, the Board of Directors of your Company hasreappointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditor forthe accounting year 2010-11 to carry out an audit of cost accounts of the Company inrespect of textile, paper and chemical divisions.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreignexchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, is given as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Abhishek Employee Stock Options Plan, 2007 has been constituted in accordance withthe Securities and Exchange Board of India (Employee Stock Options Scheme & EmployeeStock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company's stockoptions scheme as per these guidelines has been provided in Annexure II hereto and formspart of this report.

Particulars of the Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement ofparticulars of the employees, etc forms part of this report. However, as per theprovisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Reportexcluding the abovesaid information is being sent to all the members and other entitledpersons. Any member interested in obtaining such particulars may write to the CompanySecretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors’ Responsibility Statement, setting out the requirements pursuant tothe provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure IIIhereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Central Government, Governmentof Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers,Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution &hard work of employees across all level. The Board, also, takes this opportunity toexpress its deep gratitude for the continued co-operation and support received from itsvalued shareholders and support provided to the Company and their confidence in itsmanagement and look forward to their continued support in future too.

ANNEXURE I TO THE DIRECTORS' REPORT

Information as per Section 217(1) (e) read with the Companies (Disclosure ofParticulars in the report of Board of Directors) Rules, 1988 and forming part of theDirectors' report for the year ended March 31, 2010.

1. Conservation of energy

1.1 Energy conservation measures taken:

1. Installation of high pressure FOG system in AIR washer and re-engineering ofH-plant.

2. Reduction in Power Consumption by of Air Compressor by reducing line losses andcontinuous audit of air leakages.

3. Installation of eco ventilation in different areas.

4. Re-engineering of Humidification plants and reducing its power consumption.

5. Installation of Heat recovery system to reduce steam consumption

6. Installation of energy efficient Pumps and motors

7. Installation of Variable Frequency Drivers (VFDs), HT Capacitors, Vacuum Pump,Stabilisers, timers and monitoring their economical use

8. Installation of Cooling Tower for water Conservation.

9. Continuous Energy Audit by external & internal team as to identify the areas forenergy saving.

1.2 Additional investments and proposals, if any, being implemented for reduction ofconsumption of energy.

1. Installation of green energy equipments.

2. Installation of Vertical Sump pumps at Pump House Power

3. Replacement of Ducting in H-Plant, metal highway lamps with CFL lights, starterswith drives in utility section

4. Introduction of double speed drives in NP Looms.

5. Strengthening of Energy Conservation Cell for executing energy management activitiesacross the organisation and ensuring integration of best practices.

6. Installation of Blow Heat Recovery System at Hard Wood Pulp, Shoe Press Installationand Tail Threading System at Paper Machine.

1.3 Impact of measures taken at 1.1 and 1.2 above for reduction of energy consumptionand consequent impact on the cost of production of goods:

On account of the abovesaid measures adopted by the Company, considerable saving inenergy and reduction in cost of production has been achieved. However, the powerconsumption per kilogram as compared to the previous year in yarn has increased because ofnew technology absorption and increase in production of value added products, whichrequires a substantial amount of extra energy.

1.4 Total energy consumption and consumption per unit of production as per form A ofthe annexure in respect of industries specified in the schedule thereto:

2. Technology Absorption

Efforts made in technology absorption as per Form B

Research & Development (R & D)

2.1.1(a) Specific areas in which R & D carried out by the Company:

1. New product development in textiles – Air rich yarn, Soya cotton modal, Saronacotton yarn, fine count core spun lycra and slub yarn, Eli twist yarn, compact yarn, richtowels, Low Twist Towels, Cotton:Remie, Cotton:Sarona Fibre, Cotton:eucolyptis, Mu FuncYarn Towel, Bleach Safe Towel, White Pro towels, Health Pro towel, Cotton Bamboo towels.

2. New product development in paper - Grade surface sized maplitho paper in diamondline brand, multi purpose high end copier, varieties of surface sized maplitho for highend publishing.

3. Introduction of high grade glue in copier packing, use of pigment dyes in place ofdirect dyes.

4. Development of Cartridge paper for Children drawing book and natural shade paper forpublishing segment.

5. Hypo replaced with ClO2 at wood street to reduce the AOX, an environment friendlyinitiative.

2.1.1(b) Benefits derived as a result of the above R&D

1. Increase in revenue and EBIDTA margin.

2. Penetration into new market / new customers.

3. Product diversification and process flexibility

4. Increase in production and OEE

5. Reduction in AOX level, hence contributed towards green environment

6. Improvement in brand image

2.1.1(c) Future plan of action

1. More emphasis on value added and innovative products.

2. Planning for development of new blends fibre

3. R&D being carried out for more energy saving & environment friendly products

4. Development of A grade non surface sized maplitho

5. Pulping & bleaching studies of alternative fibrous raw materials andintroduction of high purity lime to reduce solid waste in recovery.

2.1.1(d) Expenditure incurred on R&D :

Expenses incurred on R&D are booked under respective general accounting heads andas such no amount can be quantified separately under the head of R&D expenses.

2.1.2 Technology Absorption, Adaptation and Innovation:

2.1.2 (a) Efforts, in brief, made towards technology absorption, adaption andinnovation:

1. Formation of dedicated and focused product development cell

2. Installation of latest slub and amsler core spun attachment for slub yarn production

3. Roving transportation system installation for improved material handling

4. Installation of latest technology in weaving, processing, CSP, humidification plantand process house

5. Centrifugal screening system in hardwood street replaced by three stage pressurescreening

6. Introduction of controller for SPM control in Recovery ESP

2.1.2 (b) Benefits derived as a result of the above efforts, e.g., product improvement,cost reduction, product development, import substitution, etc :

The Company was able to cater to a large number of Customer/Market with multipleproduct portfolio and better quality based on environment-friendly technology. Themanufacturing costs were rationalised towards optimisation.

2.1.2 (c) In case of imported technology (imported during the last 5 years reckonedfrom the beginning of the financial year), following information may be furnished

(i) Technology imported

The latest state-of-the art technology in transporting system, winding, testing,spinning, weaving, processing, finishing, soft winding, sectional warping, sizing machine,looms, dyeing, hemming, continuous pulping digester & ECF technology from worldrenowned suppliers for improving production productivity and product quality, besidesreducing consumption of energy and scares resources

(ii) Year of import

2004 to 2010

(iii) Has technology been fully absorbed?

Yes

(iv) If not fully absorbed, areas where this has not taken place, reasons therefore andfuture plans of action.

Not applicable

3. Foreign Exchange Earnings And Outgo

3.1 Activities relating to exports, initiatives taken to increase exports; developmentof new export markets for products and services; and export plans The Company is presentlyexporting its products to more than 60 countries across the globe.

The Company is growing its market base. Consistent efforts are being made to capturenew avenues for exports.

3.2 Total foreign exchange used and earned (Rs million)

ANNEXURE II TO THE DIRECTORS' REPORT

Disclosure related to Employee Stock Option Scheme of the Company:

1. In financial year 2007-8, the Company had introduced Abhishek Employee Stock OptionsPlan, 2007. The plan was approved by the special resolution of shareholders passed on June29, 2007 by way of postal ballot. The Company has made two grants under the scheme tillthe date. The first grant was made on July 9, 2007 and second grant was made on July 23,2009 by the Compensation Committee as per the terms & conditions of Abhishek EmployeeStock Options Plan, 2007. The options were granted at the latest available closing marketprice prior to the date of meeting. The Company calculates employee compensation costusing the intrinsic value of option.

The relevant information with respect to Company’s stock options plan as on March31, 2010 is given below:

Details of Options

Difference between Intrinsic Value and Fair Value of Stock Options and impact of thisdifference on net profit and EPS:

Earning Per Share (Rs)

Weighted average exercise price and Weighted average fair value of Options grantedduring the year

Description of method and significant assumptions used to estimate the fair value ofoptions granted during the year

The fair value of the options granted during the financial year 2009-10 has beenestimated using the Black-Scholes option pricing Model. Each tranche of vesting have beenconsidered as a separate grant for the purpose of valuation. For estimation of fair valuesof option, following weighted average values have been used for options granted:

Directors’ responsibility statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors' report for the yearended March 31, 2010.

The statement of the Directors’ responsibility on the annual accounts of theCompany for the year ended March 31, 2010 is provided below:

i) That in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures.

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31, 2010 andof the profit/loss of the Company for the year ended March 31, 2010.

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956in safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv) That the Directors had prepared the annual accounts on a going concern basis.