DIRECTORS' REPORT

To,

The Members, Oxford Industries Ltd.

Your Directors are presenting their 33rd Annual Report together with Audited Accounts for the year ended on 31st March, 2014.

2. DIVIDEND:

Your directors regret their inability to recommend any dividend for the year.

3. OPERATIONS:

As already reported, Indian Bank (Lead Bank) had auctioned both the facilities of the company i.e. weaving unit and process house at Ankleshwar, under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in February 2012. During the year under review, there was no income from operations/sales and the net loss was Rs. 30.64 lacs. Interest payable to banks/ institutions has not been provided for the year under review due to the reason that a case in Debt Recovery Tribunal (DRT), Mumbai had been filed by Indian Bank for recovery of dues of all consortium members which is going on.

4. INDUSTRIAL RELATIONS:

The company always believes in cordial relationship with the employees and considers them as most valuable asset for any organization.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this report.

6. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, no employee of the Company is in receipt of the remuneration exceeding the limits specified in the said section.

7. FIXED DEPOSITS:

During the year the Company has not invited / accepted any deposits from the public attracting the provisions of Section 58-Aofthe Companies Act, 1956.

8. DIRECTORS:

Shri Abdemanaf A. Hararwala , Director of the Company retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for appointment as Independent Director of the company in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

The details as required under Clause 49 of the Listing Agreement with the Stock Exchanges with regard to Directorship and membership of Committee, etc., are given in the section of Corporate Governance elsewhere in this Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility statement, it is hereby confirmed that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same, except for not providing of interest on secured loan balances availed from consortium of bankers,for the year under review as a case is going on in Debt Recovery Tribunal(DRT),Mumbai filed by Indian Bank.

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

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

(iv) the directors have prepared the annual accounts of the Company on a Going Concern basis.

10. STATUTORY AUDITORS:

M/s. R A N K & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act 1956. The board recommends their re-appointment.

11. AUDITOR'S OBSERVATIONS:

Clarifications / explanations on the observations made by the Auditor's in the Audit Report are as follows: Indian Bank (Lead Bank) had filed a case in Debt Recovery Tribunal (DRT), Mumbai on behalf of consortium bankers for recovery of dues, hence interest for bankers/institution has not been provided for the year. Indian Bank had auctioned both the manufacturing facilities of the company under SARFAESI Act in February 2012.

Huge losses and deficit in current assets have been due to very low utilization of production facilities during the past which in turn was on account of paucity of working capital. The annual accounts of the Company have been prepared on a Going Concern basis.

Since the notes to the accounts as referred in the Auditors' Report are self explanatory for all other observations of the Auditors, no further clarifications are required from the Management.

12. COST AUDIT:

During the year the company was not having any manufacturing facilities as both the facilities of the company i.e. weaving unit and process house at Ankleshwar, were auctioned by Indian Bank (lead Bank) under SARFAESI Act in February,2012 and hence provisions for Cost Audit are not applicable to the Company for the year under review.

13. CORPORATE GOVERNANCE:

The Company has generally complied with the corporate Governance code as stipulated under clause 49 of the listing agreement with Bombay Stock Exchange. A separate report on corporate governance, along with a certificate from the auditors confirming the compliance, except as otherwise mentioned, is annexed and forms part of the Director's report.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors in their meeting held on May 30, 2014, have constituted a Corporate Social Responsibility (CSR) committee in line with the provisions of Companies Act, 2013 comprising of Shri Abdemanaf A. Hararwala as chairman and Shri Mazher. N.Lai la and Shri Huned Hararwala as members.

15. ACKNOWLEDGEMENTS:

Your Directors express their gratitude to all stakeholders.

For and on behalf of the Board of Directors of

OXFORD INDUSTRIES LTD.

MAZHER N. LAILA

Chairman & Managing Director

Place: Mumbai

Date: 12th August, 2014