Directors Report of Century Enka Ltd.

Mar 31, 2025

“The Directors are pleased to present the 59^th Annual Report, which
also marks the Company''s 4^th Integrated Report, along with the audited
standalone and consolidated financial statements for the financial year
ended 31^st March 2025 (the ''Period under review'')."

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	FY25	FY24	FY25	FY24
Net Revenue from Operations	2,00,169	1,74,415	2,00,169	1,74,415
Profit before Depreciation, Finance Cost, Exceptional Items and Tax	15,208	11,628	15,208	11,628
Add/(Less):
Depreciation	(5,497)	(5,026)	(5,497)	(5,026)
Finance Cost	(454)	(535)	(454)	(535)
Share in Loss of Associate (net of tax)	-	-	(63)	(314)
Taxation (Net)	(2,547)	(1,478)	(2,547)	(1,478)
Net Profit	6,710	4,589	6,647	4,275

SHARE CAPITAL

The Company''s paid-up equity Share Capital remains at '' 2185 lacs as
on 31^st March 2025. During the year, the Company has not issued any
Securities.

DIVIDEND

In view of the Company''s performance, the Board of Directors has
recommended a dividend of 100% (i.e., ''10 per equity share of face
value ''10 each) for the period under review, consistent with the
dividend declared in the previous year. Pursuant to the amendments
introduced by the Finance Act, 2020, under the Income Tax Act, 1961,
dividends distributed by the Company are now taxable in the hands
of shareholders at the applicable rates. Accordingly, the Company will
deduct tax at source as per the prevailing tax laws.

UNPAID/UNCLAIMED DIVIDEND

Equity shares for which the dividend has remained unpaid or
unclaimed for a consecutive period of seven years are required to
be transferred to the Investor Education and Protection Fund (IEPF)
Authority, in accordance with the timelines prescribed by the Ministry
of Corporate Affairs (MCA), Government of India. The corresponding
dividend amounts on such shares will also be transferred to the IEPF
Authority. However, shareholders may claim both the equity shares
and the associated dividends from the IEPF Authority by following the
procedure laid down under the Companies Act, 2013 and the rules
framed thereunder.

The Company has already transferred the relevant equity shares along
with the unclaimed dividend pertaining to the financial year ended 31^st
March 2017 to the IEPF Authority. In respect of the financial year ended
31^st March 2018, the unclaimed dividend and corresponding equity
shares will be transferred to the IEPF Authority after the conclusion
of the Annual General Meeting, in compliance with the applicable
statutory timelines.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (''Listing Regulations''), the Company has formulated a Dividend
Distribution Policy. The dividend recommended by the Board of
Directors for the financial year under review is in accordance with
the criteria outlined in this policy. The Dividend Distribution Policy
is available on the Company''s website and can be accessed at:
https://www.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf

TRANSFER TO GENERAL RESERVES

For the financial year ended 31^st March 2025, the Board of Directors has
decided not to transfer any amount to the General Reserves.

OVERVIEW AND THE STATE OF THE COMPANY''S AFFAIRS
Course of Business

On a standalone basis, the Company''s net revenue from operations
increased to ''2,00,169 lacs for the financial year ended 31^st March
2025, as compared to ''1,74,415 lacs in the previous year. This growth
was primarily driven by higher sales volumes. Profit before interest,
depreciation, and tax (PBIDT) rose to ''15,208 lacs, up from ''11,628 lacs
in the previous year. Net profit also increased to ''6,710 lacs, compared
to ''4,589 lacs in the preceding year. On a consolidated basis, the net
profit for the year stood at ''6,647 lacs.

EXCISE DUTY DEMAND

The Customs, Excise and Service Tax Appellate Tribunal (CESTAT), vide
its order dated 20^th December 2019, in the Company''s appeal against
the order of the Commissioner of Central Excise, Raigad, upheld the
denial of the benefit under Notification No. 6/2000-CE dated 1^st March
2000. However, the Tribunal remanded the matter to the Commissioner
with instructions to recompute the correct assessable value, allow
eligible deductions, determine the applicable excise duty, and grant
the appropriate CENVAT/MODVAT credit.

Subsequently, the Company filed an appeal before the Hon''ble
Supreme Court of India on 22^nd February 2020, challenging the portion
of the Tribunal''s order that upheld the denial of benefit under the said
notification. The Hon''ble Supreme Court has tagged the matter with
other similar appeals. An application for a stay on the recovery of
interest and penalty has also been filed that may arise out of denial of
benefit under the said notification.

Pursuant to the directions of the Tribunal, the Commissioner passed
a revised order dated 8^th September 2020, in which the recomputed

excise duty demand was reduced to ''7.30 crores (as against the
original demand of ''229.27 crores), along with interest and an
equivalent amount of penalty. The Department of Central Excise
has challenged this revised order before the Appellate Tribunal on
22^nd January 2021, citing non-adherence to procedural norms in the
recomputation, including the grant of CENVAT/MODVAT credit and
allowance of deductions.

Based on legal advice, the Company believes it has a reasonably
strong case before the Hon''ble Supreme Court.

EXPANSION AND MODERNISATION

During the year, the Company successfully commissioned the
expansion project to enhance the capacity of Draw Texturizing Yarn
(DTY). Further capital expenditure is planned towards modernization
initiatives, renewable energy generation, energy conservation
measures, safety enhancements, and infrastructure development.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of
business or the overall state of affairs of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 (''the Act''), the Companies
(Accounts) Rules, 2014, the Listing Regulations, and applicable
Indian Accounting Standards (IND AS 110 - Consolidated Financial
Statements and IND AS 28 - Investments in Associates and Joint
Ventures), the audited consolidated financial statements form an
integral part of this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries and Joint Venture
Companies except an Associate Company.

ABREL Century Energy Limited is an Associate Company. In
accordance with the provisions of Section 129(3) of the Act, read with
the Companies (Accounts) Rules, 2014, the performance and financial

position of ABREI Century Energy limited is as under''

Latest Audited Balance Sheet Date	10th April 2025
Date on which the Associate or Joint Venture was associated or acquired	Consolidation since FY 2022-23
Number of shares held as on Balance Sheet date	88,47,800
Amount of Equity Investment	'' 884.78 Lacs
Extent of Holding (%)	26%
Description of how there is significant influence	NA except 26% shareholding
Net Worth attributed to shareholding as per latest '' 495.59 Lacs audited Balance Sheet
Net Profit / (Loss) for the year	('' 244.25) Lacs
Considered in consolidation	('' 63.50) Lacs
Not considered in consolidation	Nil (26% consolidated)

ENVIRONMENT

The Company recognizes the risks associated with environmental
pollution arising from waste discharge and emissions, which could
potentially impact the local ecology and environment. Throughout
the year, water, fuel, and resource consumption remained within
the limits prescribed by the State Pollution Control Board (SPCB).
Wastewater, hazardous waste, and gaseous emissions were also
generated and treated in compliance with SPCB norms. The Company
operates a robust Environment Management System, certified under
ISO 14001:2015, and both manufacturing units remain fully compliant
with applicable environmental regulations. Further, information on
Environment, Health & Safety (EHS) is provided in the relevant section
of this Report.

An incident of fire occurred on February 26, 2025, at the NFY Spinning
Plant located at Rajashree Polyfil, Rajashree Nagar, Post Umalla, District
Bharuch, Gujarat - 393 120. As a result, production operations at the
said plant have been temporarily disrupted. There were no human
injuries or casualties arising from the incident. The plant had adequate
insurance coverage in place.

In the month of April, 2025, pursuant to the incident, the Gujarat
Pollution Control Board (GPCB) has imposed an interim Fire Accident
Environment Compensation of ''36,00,000 (Rupees Thirty-Six Lakhs)
and has directed the submission of a Bank Guarantee of ''2,50,000
(Rupees Two Lakhs Fifty Thousand). The Company has paid the said
amount and furnished the Bank Guarantee.

The incident has been duly reported to both stock exchanges in
compliance with the applicable regulations.

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

The information required under Section 134(3)(m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, and Foreign
Exchange Earnings and Outgo, is provided in a separate statement
annexed to this Report as Annexure-I, and forms an integral part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the period under
review, as required under Regulation 34 and Schedule V of the Listing
Regulations, forms an integral part of this Annual Report. The report
provides insights into the Company''s performance, industry structure,
risk management practices, and other relevant matters.

CORPORATE GOVERNANCE

The Board of Directors reiterates its steadfast commitment to
maintaining robust Corporate Governance practices, which are
deeply embedded in the Company''s core values. The Company has
duly complied with all applicable provisions pertaining to Corporate
Governance. In line with Regulation 34 and Schedule V of the Listing
Regulations, the Corporate Governance Report for the period under
review is presented in a separate section and forms an integral part of
this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION &
OTHER RELATED MATTERS

Pursuant to the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations, the Nomination
and Remuneration Committee has formulated a comprehensive
Nomination, Remuneration and Succession Policy. The primary
objective of this policy is to establish a framework for:

a) identifying individuals who are qualified to become Directors, Key
Managerial Personnel (KMP) and Senior Management;

b) determining the qualifications, positive attributes, and
independence criteria for Directors;

c) formulating the remuneration structure for Directors, KMP, Senior
Management, and other employees;

d) evaluating the performance of the Board, its committees, and
individual Directors, and recommending the remuneration, in any
form, payable to senior management.

The Company''s remuneration philosophy is aligned to market and
designed to attract and retain high-caliber talent. It aligns with industry
best practices emphasizes performance-based rewards and reviewed
periodically based on measurable achievements.

The Policy is available on the Company''s website and can be accessed at:
https://www.centuryenka.com/pdf/policies/nomination-remuneration-
and-succession-policy.pdf

Further, the details regarding remuneration and the criteria for
payment to Executive and Non-Executive Directors are disclosed in
the Corporate Governance Report, which forms an integral part of this
Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN
PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the
Board of Directors has undertaken its annual performance evaluation,
encompassing an assessment of the Board as a whole, its Committees,
the Chairperson, and individual Directors, including Independent,
Non-Executive, and Executive Directors. The evaluation framework
considers various parameters, such as participation in meetings and
the strategic value added by Directors towards the Company''s growth
and performance.

The Nomination and Remuneration Committee, in coordination with
the Board, has implemented a formalized and structured evaluation
process. This includes the distribution of evaluation forms to all
Directors for assessing the performance of the Board, its committees,
and individual Directors across all categories.

Based on the feedback received, the Board noted with satisfaction
the effective functioning of the Board and its Committees. It further
recognized the meaningful contributions and active engagement
of each Director in their respective roles, reflecting a high level of
commitment and collective performance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT
DIRECTORS

The Company has obtained necessary declarations from its
Independent Directors affirming that they satisfy the criteria of
independence as outlined under Section 149(6) of the Act, as well as
Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.
Additionally, the Independent Directors have confirmed their
compliance with Schedule IV of the Act and the Company''s Code of
Conduct.

The Board is of the view that there have been no changes in
circumstances that would affect the independence status of any
Independent Director. The Board is also satisfied with the integrity,
expertise, and experience of all Independent Directors, including
their proficiency as required under Section 150(1) of the Act and the
applicable rules.

Furthermore, in accordance with Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors have registered their names in the
Independent Directors'' databank maintained by the Indian Institute of
Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

The audited financial statements for the period under review are
in compliance with the provisions of the Act and the applicable
Accounting Standards. The financial statements reflect fairly the
form and substance of transactions carried out during the year and
reasonably present your Company''s financial condition and results of
operations. Pursuant to Section 134(3)(c) read with Section 134(5) of
the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

• they had selected such accounting policies and applied them
consistently and made judgments & estimates, which are
reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company, at the end of the financial year,
and of the profit of the Company for that period;

• they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• they had prepared the annual accounts on a going concern
basis;

• they had laid down internal financial controls to be followed
by the Company and that such internal financial controls were
adequate and were operating effectively; and

• they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & Key Managerial
Personnel

In accordance with the provisions of Section 152 and other applicable
provisions of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company, Mr. Jayant V. Dhobley (DIN:
02402556), Director, is liable to retire by rotation at the forthcoming
59^th Annual General Meeting (AGM) scheduled for Tuesday,
12^th August 2025. Being eligible, he has offered himself for
reappointment. A brief profile of Mr. Dhobley is included in the notice
convening the AGM. The Board recommends his reappointment in
ensuing AGM.

Mrs. Krupa R. Gandhi (DIN: 00294629) was appointed as an Independent
Director for a first term of five (5) consecutive years, effective from 14^th
August 2020, which is set to expire on 13^th August 2025. In accordance
of the provisions of Sections 149, 150, 152, read with Schedule IV and
the Companies (Appointment and Qualification of Directors) Rules,
2014, and other applicable provisions, if any, of the Companies Act,
2013 (“the Act") and in accordance with Regulations 16, 17, 25 and
other applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations"), (including any statutory modification(s),
amendment(s), or re-enactment(s) thereof for the time being in force),
and subject to such approvals as may be required, Mrs. Krupa R. Gandhi
(DIN: 00294629) proposed to be re-appointed as an Independent
Director for a second term of five (5) consecutive years, commencing
from 14^th August 2025 and ending on 13^th August 2030. Her re¬
appointment is subject to the approval of the shareholders in ensuing
AGM, and she shall not be liable to retire by rotation.

Mr. Suresh Sodani (DIN: 08789604) was appointed as Managing Director
w.e.f. 1^st September 2020. His period is set to expire on 31^st August 2025.
In accordance with the provisions of Sections 196, 197, 198, 203 and
other applicable provisions of the Companies Act, 2013 (“the Act"),
read with Schedule V to the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 26A
and other applicable provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations"), (including any statutory modification(s),
amendment(s) or re-enactment(s) thereof, for the time being in force),
and the Articles of Association of the Company and pursuant to the
recommendation of Nomination & Remuneration Committee and
subsequent recommendation of the Board of Directors, Mr. Suresh
Sodani (DIN: 08789604) is proposed to be re-appointed as Managing
Director for a term commencing from 1^st September 2025 to 31^st March
2027. His re-appointment is subject to the approval of the shareholders in
ensuing AGM, and he shall not be liable to retire by rotation.

During the period under review, Mr. Krishna S. Thar (DIN: 00390137)
ceased from the position of Non-Executive Independent Director w.e.f.
27^th November 2024, upon completion of two consecutive terms of five

years each. The Board places on record appreciation for his valuable
contributions to the Company.

Further, Mr. Ravindra Kastia (DIN: 00528025) was appointed as a Non¬
Executive Independent Director with effect from 1^st November 2024, as
approved by the shareholders at the 58^th AGM held on 30^th August 2024.
Mr. Krishna G. Ladsaria cease from the position of Chief Financial
Officer (CFO) & Key Managerial Personnel (KMP) w.e.f. 1^st January 2025
due to his personal reasons. Further, Mr. Yogesh R. Shah was appointed
as the Chief Financial Officer (CFO) & Key Managerial Personnel (KMP)
of the Company w.e.f. 15^th February 2025.

Except as stated above, there were no other changes in the composition
of the Board of Directors or Key Managerial Personnel during the period
under review.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company:

Mr. Suresh Sodani - Managing Director (MD)

Mr. Yogesh R. Shah - Chief Financial Officer (CFO)

Mr. Rahul Dubey - VP Legal and Company Secretary
Meetings of Board of Directors

During the period under review, four Board meetings were convened,
with the interval between each meeting adhering to the timelines
prescribed under the Companies Act and the Listing Regulations.
Additionally, a separate meeting of the Independent Directors was held
on 10^th March 2025. The relevant details are provided in the Corporate
Governance Report.

Details of Committees of Directors

The Company has constituted six Board-level Committees in
accordance with the applicable laws and regulatory requirements:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

The composition and other relevant details of the aforementioned
Committees are outlined in the Corporate Governance Report, which
forms an integral part of this Annual Report. The Board has reviewed
and accepted the recommendations and suggestions put forth by
these Committees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

There were no related party transactions during the period under review
that require disclosure under Section 134(3)(h) of the Companies Act,
2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

The Company has not granted any loans, provided guarantees, or

offered securities to any entity under Section 186 of the Companies
Act, 2013. However, the Company has invested its surplus funds in
Inter-Corporate Deposits in accordance with the applicable provisions
of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust internal control system that
is commensurate with the scale and nature of its operations. These
controls are periodically reviewed and updated to align with the evolving
needs of the business. The Internal Auditor evaluates the effectiveness
and adequacy of the Company''s internal control framework, and
ensures compliance with established operating systems, accounting
procedures, and policies across all locations of the Company.

Based on the Internal Auditor''s findings, process owners implement
necessary corrective actions within their respective areas to enhance
operational controls. Significant audit observations, along with the
corresponding corrective measures, are regularly reported to and
reviewed by the Audit Committee of the Board.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the period
under review in accordance with the provisions of the Companies Act,
2013.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

RISK MANAGEMENT

The Company, in adherence to the Listing Regulations, has established
a Risk Management Committee responsible for overseeing its risk
management framework and processes. Risk assessment and
mitigation are integral, ongoing activities within the organization. The
Company''s comprehensive Risk Management Policy is periodically
reviewed and updated by the Committee. The composition and terms
of reference of the Risk Management Committee are detailed in the
Corporate Governance Report, which constitutes an integral part of this
Annual Report. The Risk Management Policy is available on the website
of the Company and can be accessed at https://www.centuryenka.
com/pdf/risk-management-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to fostering ethical conduct across all its
business activities and has established a robust mechanism to report
any illegal or unethical behavior. Under the Vigil Mechanism/Whistle
Blower Policy, employees are encouraged to report any actual or
suspected violations of the Company''s code of conduct, policies,
or applicable laws without fear of retaliation. Through this policy,
along with our Code of Conduct, we uphold the highest standards of
professionalism, honesty, integrity, and ethical behavior.

The Vigil Mechanism/Whistle Blower Policy is available on the website
of the Company and can be accessed at:

https://www.centuryenka.com/pdf/policies/vigil-mechanism-whistle-

blower-policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company maintains a zero-tolerance policy towards sexual
harassment in the workplace and has implemented a Prevention,
Prohibition, and Redressal of Sexual Harassment Policy in accordance
with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Rules made thereunder.
This policy is designed to prevent and address complaints of sexual
harassment at the workplace.

Committed to providing equal opportunities without discrimination
based on race, caste, sex, religion, color, nationality, disability, or any
other status, the policy applies to all women associates—including
permanent, temporary, contractual employees, trainees—as well as
women visitors and service providers at the Company''s offices and
premises. The Company ensures that all employees are treated with
dignity and strives to maintain a work environment free from any form
of sexual harassment—physical, verbal, or psychological.

In compliance with this Act, the Company has constituted an Internal
Complaints Committee to address and to resolve complaints related to
sexual harassment at the workplace effectively and sensitively.

No Complaint were received during the period under review.

The policy for Prevention of Sexual Harassment at Workplace is
available on the website of the Company and can be accessed at:
https://www.centuryenka.com/pdf/policies/policy-prevention-sexual-
harassment-workplace.pdf

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013, read
with theCompanies (CorporateSocial Responsibility Policy) Rules, 2014,
the Board of Directors has constituted a Corporate Social Responsibility
("CSR") Committee. The composition and terms of reference of the CSR
Committee are detailed in the Corporate Governance Report, which
forms an integral part of this Annual Report. The disclosures required
under the Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure-II, which forms part of this Report.
The Company''s CSR Policy is available on its website and can be
accessed at: https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6|ChildVerticalTab_215

ANALYSIS OF REMUNERATION

In accordance with Section 197(12) of the Companies Act, 2013, read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the disclosure relating to the ratio of
remuneration of each Director to the median employee''s remuneration,
along with other prescribed details, is annexed hereto as Annexure-III
and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

The disclosures concerning remuneration and other relevant particulars
as mandated under Section 197(12) of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set forth in Annexure-IV, which forms an

integral part of this Report. In accordance with these requirements,
the names and details of employees whose remuneration exceeds the
prescribed thresholds are included. None of the employees listed in
the annexure are related to any Director of the Company, nor do they
individually or collectively (with their spouse and dependent children)
hold more than two percent (2%) of the Company''s equity shares.

AUDITORS
Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time
to time, M/s KKC & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. FRN 105146W/100621), were appointed as the
Statutory Auditors of the Company for a term of five consecutive years.
Their tenure commenced from the conclusion of the 55^th Annual General
Meeting (AGM) and will continue until the conclusion of the 60^th AGM.
This appointment was approved by the shareholders at the 55^th AGM
held on 13^th August 2021. The Auditors'' Report does not contain any
qualification, reservation, disclaimer or adverse remark.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, as amended, and notifications/circulars issued by the Ministry
of Corporate Affairs from time to time, the Company has duly prepared
and maintained its cost accounts and records.

On the recommendation of the Audit Committee, the Board, at its
meeting held on 6^th May 2025, appointed M/s Gopal Keswani &
Co, Cost Accountants (FRN-100761), as Cost Auditors to audit the
cost records of the Company''s Nylon and Polyester products for the
financial year ending 31^st March 2026, in compliance with applicable
statutory requirements.

In accordance with Section 148(3) of the Act and the Companies
(Cost Records and Audit) Rules, 2014, the remuneration payable to
the Cost Auditors is subject to ratification by the Company''s members.
Consequently, a resolution seeking approval for the remuneration of
M/s Gopal Keswani & Co for the financial year ending 31^st March 2026
has been included in the Notice of the 59^th Annual General Meeting
scheduled on Tuesday, 12^th August 2025.

The cost audit report for the financial year 2023-24, was filed with the
Ministry of Corporate Affairs on 22^nd August 2024.

Secretarial Auditors

In accordance with Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board, during its meeting held on 6^th May 2024,
appointed M/s Sanjay Sangani & Co., Practicing Company Secretaries,
(FCS No. 4090 and CP No. 3847), as the Secretarial Auditors for a period
of 5 years for the financial years commencing from 1^st April 2025 to 31^st
March 2030 to undertake the Secretarial Audit for the said period. This
appointment is subject to approval by the members at the upcoming
Annual General Meeting. The Secretarial Audit Report for the period
under review is annexed as Annexure-V and forms part of this Report.
There were no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditors.

Further, the Secretarial Compliance Report for the period under
review, outlining compliance with all applicable provisions of the Act,
SEBI regulations, circulars, and guidelines as amended from time to
time, and as mandated by Regulation 24A of the Listing Regulations,
is available on the Company''s website and can be accessed at:
https://www.centuryenka.com/pdf/annual-secretarial-compliance-
report-31march2025.pdf

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors have not reported any
cases of fraud involving the Company''s officers or employees to the
Audit Committee, in accordance with the requirements of Section
143(12) of the Act.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92 of the Act, read
with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as of 31^st March 2025,
in Form MGT-7, is available on the Company''s website and can be
accessed at https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6|ChildVerticalTab_212.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes or commitments impacting the financial position
of the Company have occurred between the end of the financial year to
which the financial statements pertain and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN
FUTURE

The Company has not received any significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and the Company''s operations in future.

INTEGRATED REPORT (IR) INCLUDING BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended from
time to time, the Company has prepared the Business Responsibility
and Sustainability Report (BRSR) to enhance transparency and
provide stakeholders with standardized disclosures on its sustainability
initiatives and compliance practices. The report is aligned with the
Integrated Reporting (IR) Framework developed by the International
Integrated Reporting Council (IIRC), and reflects the Company''s
commitment to communicating its value creation strategy across
financial, environmental, social, and governance dimensions.

GENERAL DISCLOSURES
During the period under review:

• The Company has not issued any shares through Rights Issue,
Preferential Allotment, Sweat Equity, Employee Stock Option
Plans (ESOPs), or shares with Differential Voting Rights during the
year under review.

• There has been no revision in the financial statements during the
reporting period.

• The Company does not have any Employee Stock Option Scheme
under Section 62(1) of the Companies Act, 2013, or under the SEBI
(Share Based Employee Benefits) Regulations, 2014

• No provision has been made for the purchase of the Company''s
own shares by employees or by any Trust for the benefit of
employees, as prescribed under Rule 16 of the Companies
(Share Capital and Debentures) Rules, 2014.

• The Company has neither filed any application under the Insolvency
and Bankruptcy Code, 2016, nor is there any proceeding pending
under the said Code as on the date of this report.

• The Company has not entered into any one-time settlement with
banks or financial institutions; accordingly, no disclosures are
applicable in this regard.

• The credit rating of the Company is disclosed in Corporate
Governance Report.

ACKNOWLEDGEMENT

The Board of Directors conveys its sincere appreciation to the
Central and State Governments, the Company''s bankers, financial
institutions, stakeholders, and business associates for their support and
cooperation. The Board looks forward to their continued support in the
years ahead.

The Board also extends its heartfelt thanks to all employees for
their unwavering dedication, hard work, and professionalism. Their
invaluable contributions have played a crucial role in the Company''s
success, and the Board gratefully acknowledges their efforts.

For and on behalf of the Board of Directors

Krupa R. Gandhi Suresh Sodani

Independent Director Managing Director

DIN: 00294629 DIN: 08789604

Place: Mumbai
Date: 6^th May 2025

---

Mar 31, 2024

The Directors present the 58^th Annual Report (3^rd Integrated Report) together with audited financial statements (standalone & consolidated) of the Company for the financial year ended 31^st March 2024 (''Period under review'').

''/Lacs

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	FY 24	FY 23	FY 24	FY 23
Net Revenue from	1,74,415	2,07,205	1,74,415	2,07,205
Operations
Profit before Depreciation, Finance Cost, Exceptional Items and Tax	11,628	16,137	11,628	16,137
Add/(Less):
Depreciation	(5,026)	(4,122)	(5,026)	(4,122)
Finance Cost	(535)	(235)	(535)	(235)
Share in Loss of			(314)	(12)
Associate (net of tax) Taxation (Net)	(1,478)	(2,736)	(1,478)	(2,736)
Net Profit	4,589	9,044	4,275	9,032

DIVIDEND

Based on the performance of the Company, the Board of Directors recommended dividend at the rate of 100% (i.e., ''10 per equity share of ''10/- each) for the period under review (previous year dividend at the rate of 100% i.e., ''10 per equity share of ''10/- each). In terms of the amendment made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of shareholders at applicable rates of tax and the Company shall withhold tax at source appropriately.

UNPAID/UNCLAIMED DIVIDEND

Equity shares in respect of which dividend remained unpaid/ unclaimed for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (''IEPF'') Authority within the timeline laid down by the Ministry of Corporate Affairs (''MCA''), Government of India. The dividend of said equity shares shall also be transferred to the IEPF Authority. However, shareholders can claim the equity shares as well as dividend from the IEPF Authority in accordance with the procedure prescribed under the Companies Act, 2013 (''the Act'') and rules made thereunder.

The Company has already been transferred equity shares along with dividend for the financial year ended 31^st March 2016 to the IEPF Authority. For the financial year ended 31^st March 2017, the dividend and equity shares shall be transferred to the IEPF Authority, after the Annual General Meeting, within the timeline laid down under the Act.

DIVIDEND DISTRIBUTION POLICY

In terms of provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, (''Listing Regulations''), the Company has formulated a Dividend Distribution Policy. The Board of Directors recommended dividend for the financial year based on criteria specified in Dividend Distribution Policy of the Company.

The said policy is hosted on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf

TRANSFER TO GENERAL RESERVES

The Board of Directors of the Company has decided not to transfer any amount to the General Reserves, for the financial year ended 31^st March 2024.

OVERVIEW AND THE STATE OF THE COMPANY''S AFFAIRS Course of Business-

On a standalone basis, net revenue from operations is lower at ''1,74,415 lacs compared to ''2,07,205 lacs in previous year mainly on account of lower volumes in both the products, Nylon Filament Yarn (NFY) and Nylon Tyre Cord Fabric (NTCF). The profit before interest, depreciation, and tax (PBIDT) is lower at ''11,628 lacs compared to ''16,137 lacs in previous year. The net profit is lower at ''4,589 lacs compared to ''9,044 lacs in previous year. On a consolidated basis, the net profit for the year is ''4,275 Lacs.

Excise Duty Demand

The Customs, Excise and Service Tax Appellate Tribunal (Appellate Tribunal), vide its order dated 20^th December 2019, in the Company''s appeal against the order of the Commissioner of Central Excise Raigadh, upheld the denial of the benefit of Notification No. 6/2000 CE dated 1^st March 2000 and remanded the proceedings to the Commissioner of Central Excise with a direction to compute the correct assessable value, allow the permissible deductions, determine the excise duty payable and allow the credit of CENVAT/ MODVAT.

The Company has preferred an appeal against the order of the Appellate Tribunal upholding the denial of benefit of Notification No. 6/2000 dated 1^st March 2000 before the Hon''ble Supreme Court of India on 22^nd February 2020. The Hon''ble Supreme Court of India tagged the matter with other appeals involving dispute of the similar nature. An application has been filed for stay on the recovery of Interest and penalty.

The Commissioner, pursuant to the aforesaid order of the Appellate Tribunal, passed an order dated 8^th September 2020, recomputed the excise duty, and confirmed the duty demand of ''7.30 crores, (as against the original demand of ''229.27 crores) with the interest thereon and imposed equal amount of penalty.

The Department of Central Excise has filed an appeal on 22^nd January 2021 before the Appellate Tribunal against the order of Commissioner dated 8^th September 2020 for not following the procedure in recomputing the differential excise duty, granting CENVAT/MODVAT credit and permissible expenditure.

The Company has been advised by legal experts that it has a reasonably good case to succeed before the Hon''ble Supreme Court.

EXPANSION AND MODERNISATION

During the year, the expansion project for increasing the Nylon Tyre Cord Fabric (NTCF) capacity and Draw Texturizing Yarn (DTY) capacity was commissioned. Polyester Tyre Cord Fabric (PTCF) and Mother Yarn capacity has been commissioned during the reporting year FY 2024. Additional Capex is planned for modernization, generation of renewable energy, energy conservation, safety and building the infrastructure.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the state of affairs and/or nature of business of the Company

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (''the Act'') read with the Companies (Accounts) Rules, 2014, Listing Regulations and IND AS 110-Consolidated Financial Statements and IND AS 28-Investment in Associates/Joint Ventures, the Audited Consolidated Financial Statements forms integral part of this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company don''t have any subsidiaries and Joint-Venture Companies except an Associate Company.

ABREL Century Energy Limited is an Associate Company. In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, the performance and financial position of ABREL Century Energy Limited is as under:

Latest Audited Balance Sheet Date	30th April 2024
Number of shares held as on Balance Sheet date	88,47,800
Amount of Equity Investment	''884.78 Lacs
Extent of Holding (%)	26%
Net Worth attributed to shareholding as per latest audited Balance Sheet	''559.10 Lacs
Net Profit / (Loss) for the year	''(1207.59) Lacs
Considered in consolidation	''(313.97) Lacs
Not considered in consolidation	''(893.62) Lacs

ENVIRONMENT

This comprises risks associated with environmental pollution through the discharge of waste and emissions, which may cause damage

to the local ecology and environment. During the year under review, consumption of water, fuel and resources was within the prescribed limit as prescribed by State Pollution Control Board (SPCB). Generation & treatment of wastewater, hazardous waste and gaseous emission was within SPCB norms. The Company has a well-organized Environment Management System certified for ISO 14001:2015 standard. Both the manufacturing units are environmentally compliant in terms of environmental regulations. The details about Environment, Health & Safety (EHS) have been provided elsewhere in the Report.

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

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo as required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are set out in a separate statement and attached hereto as Annexure-I and forming part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the period under review as stipulated under Regulation 34 of the Listing Regulations, forms an integral part of the Annual Report. It comprises details about the performance of the Company, Industry Structure and Risk Management etc.

CORPORATE GOVERNANCE

The Board of Directors reaffirmed their continued commitment towards good Corporate Governance Practices, which forms an integral part of core values of the Company. The Company has complied with the provisions relating to Corporate Governance. The Corporate Governance Report for the period under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of the Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION & OTHER RELATED MATTERS

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulation. The Nomination and Remuneration Committee formulated a policy named as Nomination, Remuneration and Succession Policy. The main objective of the policy is to lay down criteria for:

a) identification of persons who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel.

b) determining qualifications, positive attributes and independence of a director.

c) remuneration of Directors, Key Managerial Personnel, Senior Management Personnel & other employees

d) evaluation of the performance of the Board, Committees and individual Directors and recommend to the board, all remuneration, in whatever form, payable to employees/ senior management.

The Company''s remuneration strategy is market-driven and aims at attracting and retaining high calibre talent. The strategy is in consonance with the existing industry practice and is directed towards rewarding performance, based on review of achievements, on a periodical basis.

The said policy is hosted on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/policies/nomination-remuneration-and-succession-policy.pdf

Further, the details of remuneration and criteria for payment of remuneration to non-executive and executive directors disclosed in the Corporate Governance Report, which forms an integral part of the Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Independent Directors, Non-Executive Directors, Executive Director, and the Chairperson of the Board. The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at meetings and strategic perspective or inputs regarding the growth and performance of the Company, among others.

The Nomination and Remuneration Committee and the Board have laid down the way in which formal annual evaluation of the performance of the Board and Individual Directors has to be made. It includes circulation of evaluation forms to respective Directors for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Executive Directors, and the Chairperson of the Company. The Board expressed satisfaction on the overall functioning of the Board and its Committees and is satisfied with the contribution of directors, in their respective capacities, which reflected overall engagement of individual directors.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Necessary declarations have been obtained from Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) & Regulation 25(8) of Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. In the Board''s opinion, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

The audited financial statements for the period under review are in conformity with the requirements of the Act and the applicable Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the period under review and reasonably present the Company''s financial condition and results of operation. Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• they had selected such accounting policies and applied them consistently and made judgments & estimates, which are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year, and of the profit of the Company for that period;

• they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they had prepared the annual accounts on a going concern basis;

• they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

• they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment of Directors & Key Managerial Personnel

In accordance with the provisions of section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mrs. Rajashree Birla (DIN: 00022995), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered herself for reappointment. Brief profile of Mrs. Rajashree Birla forms part of the notice convening the 58^th AGM to be held on Friday, 30^th August 2024. The Board recommended her re-appointment in ensuing AGM.

During the period under review, Mr. Devajyoti N. Bhattacharya (DIN: 00868751), has resigned, due to other commitment, from the position of Non-Executive Non-Independent Director of the Company w.e.f. 29^th September 2023. Further, Mr. Jayant Vasant Dhobley (DIN: 02402556) was appointed as the Non-Executive Non-Independent Director of the Company w.e.f. 29^th September 2023 and Mr. Ashish Razdan (DIN: 03584734) was appointed as the Non-Executive Independent Director w.e.f. 23^rd November 2023. Mr. Sohanlal K. Jain (DIN: 02843676) retired

on 31^st March 2024 from the position of Independent Director on completion of tenure of two terms of five consecutive years.

There are no changes in Key Managerial Personnel during the period under review.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company:

Mr. Suresh Sodani - Managing Director (MD)

Mr. Krishna G. Ladsaria - Chief Financial Officer (CFO)

Mr. Rahul Dubey - Company Secretary (CS)

Meetings of Board of Directors

The details thereof are furnished in the Corporate Governance Report. During the period under review, 6 (six) Board meetings were held. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

During the period under review, a meeting of the Independent Directors was held on 13th March 2024.

Details of Committees of Directors

The Company has 6 (six) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

The composition of aforesaid Committees and other details are provided in Corporate Governance Report and forms an integral part of the Annual Report. The Board has accepted suggestions and reconsiderations of the aforesaid Committees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no transactions with related parties which require disclosure under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

There are no loans or guarantees given or securities provided by the Company to any entity, under Section 186 of the Act. However, the Company has invested surplus fund of the Company in Inter Corporate Deposits after due compliance with the provisions of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal control systems that are commensurate with the size of its operations. Internal control systems and procedures are periodically reviewed to keep pace with the Company''s operations. The Internal Auditor monitors and evaluates

the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the period under review.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

RISK MANAGEMENT

Pursuant to the requirement of Listing Regulations, the Company has constituted Risk Management Committee, which is mandated to review the risk management plan/process of the Company. Risk evaluation and management is an ongoing process within the organization. The Company has comprehensive Risk Management Policy which is periodically reviewed by the Risk Management Committee. The composition and terms of reference of the Risk Management Committee are provided in the Corporate Governance Report, which forms an integral part of the Annual report.

The Risk Management Policy is available on the

website of the Company and can be accessed at https://www.centuryenka.com/pdf/risk-management-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/Whistle Blower policy under which employees are free to report any actual or potential violation of our code, policies or laws.

We have a Code of Conduct and Vigil Mechanism/Whistle Blower Policy in place through which we promote highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities.

The policy on Vigil Mechanism/ Whistle Blower is available on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/policies/vigil-mechanism-whistle-blower-policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company is committed to providing equal opportunities without differentiating race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual and trainees) along with any women visiting the Company''s office/premises and women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress and resolve any complaints received regarding sexual harassment at the workplace.

The details of complaints received, disposed of, and pending during the period under review are given below:

• No. of complaints received: 1

• No. of complaints disposed of: 1

• No. of complaints pending: 0

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility (''CSR'') Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance report, which forms an integral part of the Annual Report. The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-II and forms part of this Report.

The CSR Policy of the Company is available on its website and can be accessed at https://www.centuryenka.com/investor-relations/index.html#parentHorizontalTab6|ChildVerticalTab_215.

ANALYSIS OF REMUNERATION

The disclosure pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding the ratio of the remuneration of each Director to the median employee''s remuneration and such other details as specified in aforesaid rule is annexed herewith as Annexure-III and forms part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure-IV and forms part of the report. In accordance with the aforesaid provisions, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid

rules forms part of this Report.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent (2%) of the equity shares of the Company.

AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s KKC & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. FRN 105146W/100621) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 55^th Annual General Meeting (AGM) until the conclusion of the 60^th AGM and confirmation of shareholder of the Company has been obtained in the 55^th AGM held on 13^th August 2021. Cost Auditors

Pursuant to the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, notifications/circulars issued by the Ministry of Corporate Affairs from time to time, the cost accounts and records are duly prepared and maintained by the Company.

On recommendation of the Audit Committee, the Board in its meeting held on 16^th May 2024 has re-appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN-000030) as Cost Auditors for auditing the cost records of Nylon and Polyester products of the Company as covered under the aforesaid laws for the financial year ending on 31^st March 2025.

Pursuant to Section 148(3) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company and accordingly, resolution seeking the ratification for the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants for the financial year ending on 31^st March 2025 is included in the Notice convening the 58^th AGM to be held on 30^th August 2024.

The cost audit report given by M/s Dhananjay V. Joshi & Associates, Cost Accountants, Cost Auditor for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 6^th September 2023. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on 16^th May 2024 has re-appointed M/s. Sanjay Sangani & Co., Company Secretaries in Practice (CP No.-3847), to undertake the Secretarial Audit of the Company for the financial year ending on 31^st March 2025. The Secretarial Audit Report for the period under review is annexed herewith as Annexure-V and forming part of the report. There is one observation in the Secretarial Audit Report for the period under review which is self-explanatory in nature.

Further, M/s. Sanjay Sangani & Co., Company Secretaries in Practice (CP No. 3847), have been re-appointed to undertake the Secretarial Audit of the Company for the financial year ending on 31st March, 2024.

The Secretarial Compliance Report for the period under review, in relation to compliance of all applicable SEBI regulations/circulars/ guidelines issued thereunder, pursuant to requirement of regulation 24A of the Listing Regulations, is available on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/annual-secretarial-compliance-report-31march2024.pdf

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors have not reported any instances of fraud committed against the Company by its officers and employees to the Audit Committee under section 143(12) of the Act.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March 2024 in Form MGT-7 is available on the website of the Company and can be accessed at https://www.centuryenka.com/investor-relations/tndex.html#parentHorizontalTab6%7CChild%20|ChildVerticalTab_212.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INTEGRATED REPORT (IR) INCLUDING BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR), filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization). BRSR ensures that stakeholders shall have access to effective compliance and communication through standardized disclosure.. This report is prepared in alignment with the Integrated Reporting

(IR) Framework laid down by the International Integrated Reporting Council (IIRC) and aims at presenting the value creation approach for our stakeholders.

GENERAL DISCLOSURES During the period under review:

• the Company has not issued any Right Issue, Preferential Issue, Sweat Equity Shares, ESOP and shares with Differential Voting Rights;

• there was no revision in the financial statements;

• the Company has not made provision of any money for purchase of its own shares by employees or by Trust for the benefit of the employees pursuant to Rule 16 of the Companies (Share Capital and Debenture) Rules 2014.

• the Company has not made any application under Insolvency and Bankruptcy Code, 2016. Further, there is no proceeding pending under the said code as at the end of the financial year;

• the Company has not undergone any one-time settlement with any banks or financial institutions and therefore the disclosure in this regard is not applicable;

• the Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

ACKNOWLEDGEMENT

The Board of the Company express their deep sense of gratitude to the Central & the State Governments, Company''s bankers, financial institutions, stakeholders, business associates, for their co-operation and support extended to the Company and look forward to their continued support in future.

The Board very warmly thanks all employees of the Company for their contribution to the Company''s performance. We have immense respect for every person and applaud them for their superior levels of competence, dedication, and commitment to the Company.

For and on behalf of the Board of Directors

Jayant Dhobley Suresh Sodani

Non-Executive Director Managing Director

DIN: 02402556 DIN: 08789604

Place: Mumbai Date: 16^th May 2024

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Mar 31, 2019

Dear Shareholders,

The Directors present the 53^rd Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2019.

Profit for the year has shown improvement, despite the same has been impacted by inventory losses resulting from sudden drop in raw material prices in the second half of the year.

FINANCIAL RESULTS

Rs. / Lacs

	This Year	Previous Year
Net Revenue from Operations (Previous Year - Net of Excise Duty)	179138	141648
Profit before Depreciation, Finance Cost, Exceptional Items and Tax	17214	12946
Add / (Less) :
Depreciation	(4504)	(4194)
Finance Cost	(346)	(340)
Exceptional Item (Note 1)	(454)	2491
Taxation (Net)	(4252)	(3894)
Net Profit	7658	7009

Note 1: Exceptional item in current year represents write down in carrying value of machinery not in use and in previous year profit on sale of property.

DIVIDEND

We recommend a dividend at the rate of 70% (i.e. Rs. 7.00 per Equity Share of Rs. 10/- each) for the year ended 31^st March, 2019 (Previous year dividend at the rate of 70% i.e. Rs. 7.00 per equity share of Rs. 10/- each).

TRANSFER TO RESERVES

It is proposed to transfer Rs. 1000 lacs (previous year Rs. 900 lacs) to General Reserve.

COURSE OF BUSINESS

Your Company, over a period, converted Polyester spinning machines into Nylon spinning machines with strong in-house technical support. These machines have been stabilised and the Company has achieved the highest ever production and sale of Nylon Filament Yarn (NFY) and is a market leader. Your Company is further focusing on value added products and plans to add air texturising capacity.

The import of NFY from China has increased with the removal of anti-dumping duty causing pressure on margins.

Nylon Tyre Cord Fabric (NTCF) plants at both the sites Pune and Bharuch are operating at full capacity and have achieved the highest ever production and sale. There was a good demand in the year under review and to encash the opportunity, your

Company produced additional quantity of NTCF by converting imported yarn by using existing conversion facility. Your Company is continuing its efforts to increase the customer base including exports.

Your Company is constantly pursuing increase in raw material supply sources to reduce lead time for supply of raw material as well as to insulate itself from the raw material price fluctuations.

High energy cost continued to be a matter of concern, but with various initiatives, the Company expects to contain increase in energy cost.

During the current financial year 2018-19, arrangement has been made for power purchase under group captive route at Bharuch site. At Pune site 16 TPM briquette based steam boiler was commissioned. These initiatives have resulted savings in energy cost.

Laboratory at both the sites Pune and Bharuch are accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL). This will help in demonstrating superior quality of the Company’s products.

EXCISE DUTY DEMAND

An appeal in respect of excise duty demand of Rs. 22927 lacs, equal amount of penalty and interest on duty amount has been filed before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai. There is no material change and the matter is still pending. Your Company has been advised by the legal experts that it has a fair chance of ultimately succeeding in the matter and, accordingly, no provision is required to be made for the same.

EXPANSION AND MODERNISATION

Your Company maintained its leadership in Nylon Filament Yarn in terms of product range, quality parameters as well as in terms of volume. The Company has also carried de-bottlenecking in NTCF by installing cable corders and loom and further proposes to install additional cable corders and looms to enhance NTCF capacity. In order to further consolidate its position into value added NFY, the Company proposes to install Air Texturising machines.

During the year, your Company refurbished Polymerisation Column to produce 15 MT per day Nylon Chips for cost reduction.

Your Company continues to pursue diversifying its product range by offering dipped Polyester Tyre Cord Fabric and dipping services for Rayon Tyre Cord Fabric which are dependent on setting up of dipping facility. For these activities and to integrate fully its NTCF capacity, the Company has approached the Government authorities for requisite permissions.

Your Company is constantly endeavouring to become energy efficient and has initiated steps to replace some of the old equipment to reduce energy cost.

ENVIRONMENT

Both the Plant sites of the Company are environment compliant in terms of environment regulations.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I)

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the requirements relating to Corporate Governance. A report on Corporate Governance pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees).

Policy on Directors’ appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that-

- Remuneration to unionised workmen is based on the periodical settlement with the workmen union

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating, taking into account the performance leverage and such factors so as to attract and retain quality talent

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed thereunder, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the said Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure;

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

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Mr. B.S. Mehta and Mr. S.K. Jain have been reappointed w.e.f. 1^st April, 2019 as Non-Executive Independent Directors of the Company for a term of five years by passing Special Resolutions by the Members of the Company through Postal Ballot on 13^th March, 2019.

In accordance with the Articles of Association of the Company Mrs. Rajashree Birla, Director of the Company will retire by rotation and, being eligible, offers herself for re-appointment.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have met five times and Independent Directors once during the year ended 31^st March, 2019.

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors, Stakeholders’ Relationship Committee of Directors and Share Transfer Committee of Directors, number of meetings held of each Committee of Directors during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report forming part of Annual Report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel of the Company:

Mr. O.R. Chitlange - Managing Director

Mr. K.G. Ladsaria - Chief Financial Officer (CFO)

Mr. C.B. Gagrani - Company Secretary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no transactions with Related Parties which require disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

There are no loans given, investments made, guarantees given or securities provided by the Company to any entity, under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Control System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31^st March, 2019 and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity, that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has formulated a policy in respect of Sexual Harassment of Women at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial year 2018-19 under the aforesaid Act. The Company under the said Act has constituted internal committees for complaints.

COROPRATE SOCIAL RESPONSIBILITY

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2018-19, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-II)

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure-III)

AUDITORS

M/s. Khimji Kunverji & Co. LLP, (formerly M/s. Khimji Kunverji & Co.) Chartered Accountants have been appointed as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 50^th Annual General Meeting held on 15^th July, 2016 until the conclusion of the 55^th Annual General Meeting.

COST AUDITORS

The Cost Accounts records maintained by your Company for Nylon and Polyester Products are subject to yearly audit by Cost Accountant in Practice. Your Company has appointed M/s. D.C. Dave & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2018-19.

The cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013 are made and maintained.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2019, in prescribed form, duly audited by a firm of Practising Company Secretaries M/s. Sanjay Sangani & Co. is annexed herewith and forming part of the report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-IV)

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return is annexed herewith and forming part of the report. (Annexure-V)

The web link for the Annual Return placed on the Company’s website is www.centuryenka.com/pdf/enka-annual-return-2018.pdf

For and on behalf of the Board of Directors

Rajashree Birla

Vice Chairperson

(DIN: 00022995)

O.R. Chitlange

Place : Mumbai Managing Director

Date : 21^st May, 2019 (DIN: 00952072)

---

Mar 31, 2018

DIRECTORS'' REPORT

FOR THE YEAR ENDED 31ST MARCH, 2018

Dear Shareholders,

Your Directors present the 52nd Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2018.

Profit for the year was impacted due to inventory losses resulting from sudden drop in raw material prices in the first half of the year, and lower margin in case of Nylon Filament Yarn (NFY).

FINANCIAL RESULTS

		Rs Lacs
	This Year	| Previous Year
Net Revenue from Operations (Net of Excise Duty)	141648	118531
Profit before Depreciation, Finance Cost, Exceptional Item and Tax	12946	19736
Add / (Less) :
Depreciation	(4194)	(4237)
Finance Cost	(340)	(562)
Exceptional Item (Note 1)	2491	(958)
Taxation (Net)	(3894)	(4882)
Net Profit	7009	9097

Note 1: Exceptional item in this year represents profit on sale of property and in previous year impairment loss for some polyester spinning machines.

DIVIDEND

We recommend a dividend at the rate of 70% (i.e. Rs 7.00 per Equity Share of Rs 10/- each) for the year ended 31st March, 2018 (Previous year dividend at the rate of 70% i.e. Rs 7.00 per equity share of Rs 10/- each).

TRANSFER TO RESERVES

It is proposed to transfer Rs 900 lacs (previous year Rs 900 lacs) to General Reserve.

COURSE OF BUSINESS

The Management''s Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming a part of this report and gives the state of affairs of the business of the Company.

The business reengineering undertaken over the past few years, continued this year as well. Your Company converted polyester spinning machines into nylon spinning machines with strong in-house technical support. As a result, your Company has emerged as a market leader in the Nylon Filament Yarn market which is fragmented with large number of small size spinners. Your Company is further focussing on value added products such as dope dyed, deep dye able yarn and textured yarn and on exports to maintain its competitiveness in the market.

Nylon Tyre Cord Fabric (NTCF) plants at both the Sites are operating at full capacities. The levy of antidumping duty on import of radial tyres and increase in custom duty on NTCF imports have helped in stabilisation of demand for domestic NTCF Your Company is making efforts to increase customer base including exports and diversify product portfolio by entering into Polyester Tyre Cord Fabric market, thus diversifying its product base.

Your Company is constantly pursuing increase in raw material supply sources to reduce lead time for supply of raw material as well as insulate itself from the raw material price fluctuations, as much as possible.

High energy cost continued to be matter of concern. Continuous efforts are made to procure cheaper power. Your Company has concluded a long-term Open Power Purchase Agreement effective from 6th April, 2017 for its Bharuch site resulting in savings in power cost.

EXCISE DUTY DEMAND

The Company has filed an appeal against the order of Commissioner of Central Excise for the alleged excise duty demand of Rs 22927 lacs, equal amount of penalty and interest on duty amount, before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai, denying benefit of Notification No. 6/2000 CE dated 01.03.2000 for specific excise duty. The appeal has been admitted and, on pre-deposit of Rs 700 lacs, the stay has been granted. Your Company has been advised by the legal experts that it has a fair chance of ultimately succeeding in the matter and, accordingly, no provision is required to be made for the same.

EXPANSION AND MODERNISATION

Your Company continues to enjoy its leadership in Nylon Filament Yarn in terms of product range, quality parameters as well as in volumes. In order to further consolidate its position into value added segments, the Company proposes to install additional Air Texturising capacity. Besides, it will also undertake conversion of additional polyester spinning machines into nylon spinning machines to enhance its production capacity.

As reported last year, your Company continuous to pursue diversifying its product range by offering dipped Polyester Tyre Cord Fabric. It is also exploring possibilities of offering dipping services for Rayon Tyre Cord Fabric. Your Company is also pursuing to fully integrate its NTCF capacity and shall approach the Government authorities for requisite permissions to implement these facilities.

Your Company is constantly endeavouring to become energy efficient and has initiated steps to replace some of the old equipment to reduce the energy cost.

HEALTH, SAFETY AND ENVIRONMENT

The report on Management''s Discussion and Analysis includes observations on health, safety and environment compliances by the Company. Both the Plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-l)

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause ''C of Schedule V on Annual Report pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section of disclosure on Corporate Governance, and a Certificate from the firm of Practicing Company Secretaries dated 3rd May, 2018 in this regard, are annexed hereto and form part of the Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees).

Policy on Directors'' appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

Remuneration to unionised workmen is based on the periodical settlement with the workmen union

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating, taking into account the performance leverage and such factors so as to attract and retain quality talent

For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed thereunder, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITSCOMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

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

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. B.K. Birla, Director of the Company will retire by rotation and, being eligible, offers himself for re-appointment.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have met 5 times and Independent Directors once during the year ended 31st March, 2018.

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility

Committee of Directors, Stakeholders Relationship/Grievance Committee of Directors and Share Transfer Committee of Directors, number of meetings held of each Committee of Directors during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel of the Company:

Mr. O.R. Chitlange - Managing Director

Mr. K.G. Ladsaria - Chief Financial Officer (CFO)

Mr. C.B. Gagrani - Company Secretary

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no transactions with Related Parties which require disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

There are no loans given, investments made, guarantees given or securities provided by the Company to any entity, under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Control System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31st March, 2018.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity, that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

A detailed report on significant risks and mitigation is given under the head Risk Management in Management''s Discussion and Analysis.

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has formulated a policy in respect of Sexual Harassment of Women at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial year 2017-18 under the aforesaid Act.

COROPRATE SOCIAL RESPONSIBILITY

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2017-18, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-ll)

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure-lll)

AUDITORS

M/s. Khimji Kunverji & Co., Chartered Accountants have been appointed as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 50th Annual General Meeting held on 15th July, 2016 until the conclusion of the 55th Annual General Meeting subject to ratification of their appointment by the members at every Annual General Meeting during the remaining term of 5 (five) years. Accordingly, being eligible, their appointment is required to be ratified at the ensuing Annual General Meeting.

COST AUDITORS

The Cost Accounts records maintained by your Company for Nylon and Polyester Products are subject to yearly audit by Cost Accountant in Practice. Your Company has appointed M/s. D.C. Dave & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2017-18.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2018, in prescribed form, duly audited by the Practising Company Secretary M/s. Sanjay Sangani & Co. is annexed herewith and forming part of the report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-IV)

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return is annexed herewith and forming part of the report. (Annexure-V)

	For and on behalf of the Board of Directors
	Rajashree Birla
	Vice Chairperson
	(DIN: 00022995)
	O.R. Chitlange
Place : Mumbai	Managing Director
Date : 3rd May, 2018	(DIN: 00952072)

ANNEXURE TO DIRECTORS'' REPORT

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

(A) CONSERVATION OF ENERGY

The Company is engaged in the continuous process of energy conservation through improved operational and maintenance practices:

i) Steps taken or impact on conservation of energy:

Steps taken	Impact (Annualised Savings)
Electricity	KWh (in Lacs)
a. Modification of heater to reduce pressure drop	2.62
b. Modification of duct layout of AHU	2.80
c. Stoppage of booster chilled water pump	1.44
d. Installation of high efficiency supply air fan on quench of spinning plant	5.46
e. Installation of centrifugal compressors	27.40
F Replacement of old fans with high efficiency fans in A/W	1.50
g. Installation of LED lights in plant	0.86
h. Installation of harmonic filter on two power board	3.15
Steam	Ton
i. Installation of extruder for melting of waste	5250

ii) Steps taken for Utilisation of alternate sources of energy

a. Replacement of electrical heating with thermic fluid in the heating system of polymerization.

b. Installation of solar system for borewell.

iii) Capital investments on energy conservation equipment during 2017-18: Rs 378 Lacs (previous year

Rs 271 Lacs)

(B) TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption:

1. Modification in burnt out water line to enable reuse of water

2. Improvement of spin finish nozzles for process improvement

3. Modification in after treatment machine for flexibility of product

4. Modification for solution dyeing for nylon chips

5. Procurement of spectro photometer

6. Upgradation of nitrogen plant PLC

7. Installation of fluff collection system in Loom area

8. Development of portable spilcer trolleys

9. Upgradation and modification in NTCF spinning machines for process improvement.

ii) Benefits derived as a result of the above efforts :

1. New product developments

2. Improvement in quality and operating performance

3. Cost reduction

iii) Information regarding imported technology

[Imported during the last 3 years (from the beginning of the financial year)]

1. Technology Imported	: NIL
2. Year of Import	: Not applicable
3. Has the technology been fully absorbed	: Not applicable

iv) Expenditure on Research & Development

			Rs Lacs
	Particulars	2017-18	2016-17
1.	Capital	See Note Below
2.	Recurring	251	185
3.	Total	251	185
4.	Total R & D expenditure	0.18%	0.16%
	as a Percentage of total
	revenue from Operation
	(Net)

Note: The Company has spent Rs 35 Lacs (Previous year Rs 179 Lacs) and shown as normal Capital Expenditure, although it is also used for R&D activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange used Rs 50433 Lacs (Previous year Rs 44103 Lacs) and earned Rs 2262 Lacs (Previous Year Rs 962 Lacs).

STATEMENT CONTAINING INFORMATION AS PER SECTION 135 READ WITH THE RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY) RULES, 2014 AND FORMING PART OF DIRECTORS'' REPORT FOR THE YEAR ENDED 31CT MARCH, 2018.

1. The Company''s Corporate Social Responsibility (CSR) policy is multi faceted to cover projects and programmes in the field of education, healthcare, rural infrastructure and development, sanitation and environment. The Company''s CSR projects and programmes are carried out within the CSR policy framework. The core focus area of the Company remains on supporting educational facilities more specifically for skill development (vocational training). The Company continued its support in the establishment of a Government recognised Industrial Training Institute (ITI) near its Bharuch site in Gujarat. Additionally, the Company constructed an Aanganwadi near its Bharuch site and provided support for development of school infrastructure near Bharuch site and in Thane district of Maharashtra. Under Healthcare, the Company carried out camps for Eye Checkup & Cataract operations and General checkup & medical treatment near its Bharuch site. Rural community welfare projects such as drinking water solutions, descaling of canals, installation of street lights were carried out in the villages near the Company''s Bharuch site.

The company''s CSR policy is available on http://www. centuryenka.com/pd f/policies/Corporate_Social_ Responsibility.pdf

2. Composition of CSR Committee:

Mr. B.S. Mehta (Independent Director and Chairman) Mr. S.K. Jain (Independent Director) Mr. O. R. Chitlange (Managing Director)

3. The Average Net Profit of the Company for last three financial years is Rs 10093 Lacs.

4. Prescribed CSR Expenditure for the financial year 2017 - 18 is Rs 201.86 Lacs (Previous Year Rs 176.96 Lacs) (Being two percent of the amount as in item 3 above)

5. Details of CSR spent during the year.

					Rs / Lacs
Sr No.	Particulars	Financial Year		Cummulative
			2016-17	Upto 31.03.2018	Upto 31.03.2017
i.	Total amount to be spent for the financial year	201.86	176.96	510.56	308.70
ii.	Amount Spent	206.20	174.02	511.36	305.16
iii.	Amount (Unspent) / Overspent, if any	4.34	(2.94)	0.80	(3.54)
iv.	Manner in which the amount is spent during the FY is detailed in statement herein below.

6. The CSR committee confirms that the implementation and monitoring of the CSR policy is in compliance with the CSR objectives and policy of the Company.

O.R. Chitlange	B.S. Mehta
(Managing Director)	(Chairman CSR Committee)
DIN: 00952072	DIN: 00035019
Place: Mumbai Date : 3rd May, 2018

DETAILS OF CSR ACTIVITIES

							(Rs. Lacs)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Sr No.	CSR Project/ Programme	Sector in which Project/ Programme is covered	Projects / programmes (1) Local area or other (2) Specify the State and district where projects or programmes were undertaken	Amount outlay (budget) project/ programme wise	Amount spent on the project/ programme sub heads : (1) Direct expenditure on project/ programme (2) Overheads	Cumulative expenditure upto the reporting period i. e. 31.03.2018	Amount spent : Direct or through implementing agency
1	a) Vocational & Technical Education: Contribution towards Setting up of vocational Trainina Institute		Gujarat - Bharuch	122.00	120.99		CENKASamaj Kalyan Sanstha
	b) School Education Projects: Distribution of Stationery & Uniforms at various Schools	Education	Gujarat - Bharuch Maharashtra - Thane	16.00	8.12	190.59	Direct
	c) School Infrastructure: Construction of Aanganwadi and financial assistance in upgradation of infrastructure.		Gujarat - Bharuch Maharashtra - Thane	50.00	61.48		Direct & CENKASamaj Kalyan Sanstha
				188.00	190.59
2	Preventive Health Care Programme : Eye / General Medical checkup & Treatment camps.	Health	Gujarat - Bharuch	4.00	3.76	3.76	Direct
3	Rural Infrastructure Development other than for the purpose of Health/ Education / Livelihood : Drinking Water Solution, De-scaling of canal, installation of street lights & others.	Rural development & social empowerment	Gujarat - Bharuch	14.00	11.85	11.85	Direct
			TOTAL	206.00	206.20

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2018.

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.	Name of Director/	Designation	2017-18 (Rs /Lacs)			2016-17 (Rs / Lacs)
No.	Key Managerial Personnel (KMP)		Remuneration* of Director/ KMP for Financial Year	% increase in remuneration in the Financial Year	Ratio of remuneration of each Director to median remuneration of employees		% increase in remuneration in the Financial Year	Ratio of remuneration of each Director to median remuneration of employees
1	Mr B.K. Birla	Chairman	5.15	-2.83	1.17	5.30	-2.75	1.35
2	Mrs. Rajashree Birla	Vice Chairperson	5.15	-8.04	1.17	5.60	..	1.42
3	Mr B.S. Mehta	Independent Director	11.45	-0.43	2.60	11.50	-0.43	2.93
4	Mr S.K.Jain	Independent Director	6.35	0.00	1.44	6.35	-0.78	1.62
5	Mr K.S. Thar	Independent Director	6.35	-0.78	1.44	6.40	-0.78	1.63
6	Mr O.R. Chitlange	Managing Director w.e.f. 16.05.2017	231.36	***	52.46	N.A.	N.A.	N.A.
7	Mr G.M. Singhvi	Whole-time Director upto 15.05.2017	51.27	***	11.63	224.15	17.00	57.04
8	Mr K.G. Ladsaria	Chief Financial Officer w.e.f 13.02.2017	83.25	****	N.A.	8.76	****	N.A.
9	Mr C.B. Gagrani	Company Secretary	43.33	11.76	N.A.	38.77	4.90	N.A.
10	MrD. B. Roonghta	Chief Financial Officer upto 12.02.2017	*****	*****	*****	65.91	*****	N.A.

* Directors Remuneration is including sitting fees.

** Details not given as Mrs. Rajashree Birla was on the Board only for the part of financial year 2015-16.

*** Details not given as Mr. O.R. Chitlange was appointed Managing Director w.e.f. 16th May, 2017 and Mr. G.M. Singhvi was Whole-time Director upto 15th May, 2017.

**** Details not given as Mr. K.G. Ladsaria was appointed Chief Financial Officer w.e.f. 13th February, 2017. ***** Details not given as Mr. D.B. Roonghta was the Chief Financial Officer upto 12th February, 2017. ii. The median remuneration of employees of the Company for the financial year 2017-18 was Rs 4.41 Lacs (Previous Year Rs 3.93 Lacs)

iii. For the financial year, there was an increase of 12.25 % in the median remuneration of employees (Previous Year 3.70%). The increase in the median remuneration was due to the new wage agreement of Pune site that came into effect from 1st May, 2017.

iv. Number of permanent employees on the rolls of the Company as on 31st March, 2018 was 1519 Nos. and as on 31st March, 2017 was 1479 Nos.

v Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2017-18 and 2016-17 was 7.33%, 6.36% respectively and the increase in the managerial remuneration for the financial year 2017-18 and 2016-17 was 26.09%, 17.00 % respectively.

vi It is hereby affirmed that the remuneration paid is as per the Remuneration Philosophy / Policy of the Company.

STATEMENT CONTAINING INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS'' REPORT FOR THE YEAR ENDED, 31ST MARCH, 2018.

Name, Designation, Remuneration Received (Rs), Nature of Employment, Qualification, Experience(Years), Date of Commencement of Employment, Age(Years), Last Employment held, Equity Share held in the Company (Percentage).

(a) Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less than Rs 1,02,00,000

NIL

(b) Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than Rs 8,50,000/- per month.

1. Mr. O.R. Chitlange, Managing Director, Rs 2,31,35,864, Contractual, B.Com., RCA, 38, 16-05-2017, 60, Century Textiles and Industries Limited, NIL.

2. Mr. G.M. Singhvi, Whole-time Director, Rs 51,26,525, Contractual, B.Com., LL.B., RCA, 52,11-09-1997, 76, Practicing Management Service, NIL.

(c) Employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate or at a rate which in the aggregate was in excess of that drawn by the Whole-time Director / Managing Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company.

NIL NOTES:

1. Remuneration includes salaries, house rent allowance, personal allowance, ex-gratia, performance allowance, leave travel assistance, encashment of leave, medical expenses / allowances, accident insurance premium, Company''s Contribution to Provident & Superannuation Funds and the monetary value of perquisites calculated in accordance with the provisions of the Income-tax Act,1961 and the Rules made there under and excludes provision for retiring gratuity for which separate figure is not available.

2. The above employees are not relative of any Director of the Company.

For and on behalf of the Board of Directors
	Rajashree Birla
	Vice Chairperson
	DIN: 00022995
	O.R. Chitlange
Place : Mumbai	Managing Director
Date : 3rd May, 2018	DIN: 00952072

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i)	CIN	L24304PN1965PLC139075
(ii)	Registration Date	17th November, 1965
(iii)	Name of the Company	Century Enka Limited
(iv)	Category / Sub-Category of the Company	Company limited by shares/ Indian Non-Government Company
(v)	Address of the Registered Office and contact details	Plot No. 72 & 72- A, MIDC, Bhosari, Pune - 411026 (Maharashtra) Tel. No.: 020-66127300 E-mail: [e-mail]
(vi)	Whether listed company Yes / No	Yes
(vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Pvt. Ltd. C-101, 247 Park L.B.S. Marg, Vikhroli (West) Mumbai- 400083 Maharashtra Tel. No.: 022-49186000 E-mail: [e-mail]

II. PRINCIPAL BUSINESS ACTIVITIES OFTHE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Sr No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Nylon Tyre Cord Fabric	1399	58.69%
2	Nylon Filament Yarn	2030	39.98%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr No.	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING /SUBSIDIARY /ASSOCIATE	% of shares held	Applicable Section
NIL

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

(i) Category-wise Share Holding.

Category of Shareholders	No. of shares held at the beginning of the year 01.04.2017				No. of shares held at the end of the year 31.03.2018				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(I) Indian
a) Individual/HUF	136130		136130	0.62	136130	-	136130	0.62
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-				-	-
d) Bodies Corp.	5381918	-	5381918	24.63	5797598	-	5797598	26.54	1.91
e) Banks/FI	-				-	-
0 Any Other	-	-	-	-	-	-	-	-	-
Sub-Total (A) (1) :	5518048		5518048	25.25	5933728	-	5933728	27.16	1.91

Category of Shareholders	No. of shares held at the beginning of the year 01.04.2017				No. of shares held at the end of the year 31.03.2018				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(2) Foreign
a) NRIs/lndividuals	-				-	-
b) Other-Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks/FIs	-				-	-
e) Any Other	-				-	-
Sub-Total (A) (2) :	-				-	-
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	5518048	-	5518048	25.25	5933728	-	5933728	27.16	1.91
B. Public Shareholding
I. Institutions
a) Mutual Funds	-	8610	8610	0.04	-	4365	4365	0.02	(0.02)
b) Banks/FIs	1592489	18210	1610699	7.37	1562830	17045	1579875	7.23	(0.14)
c) Central Govt	-				-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	153390	80	153470	0.70	153390	80	153470	0.70
q) Flls	89839	5430	95269	0.44	-	3245	3245	0.01	(0.43)
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
I) Others (Specify) Foreign Portfolio Investors	833846		833846	3.82	809766	-	809766	3.71	(0.11)
Sub -Total (B)(1):	2669564	32330	2701894	12.37	2525986	24735	2550721	11.67	(0.7)
2. Non-Institutions
a) Bodies Corp.
(i) Indian	2218863	35705	2254568	10.32	1967614	20905	1988519	9.10	(1.22)
(ii) Overseas	237159	1255100	1492259	6.83	237159	1255000	1492159	6.83	-
(b) Individual
(i) Individual Shareholders holding nominal share capital upto Rs 1 lakh	5788087	722281	6510368	29.79	5877634	578618	6456252	29.55	(0.24)
(ii) Individual Shareholders holding nominal share capital in excess of Rs 1 lakh	2422970	31964	2454934	11.23	2324404	31964	2356368	10.78	(0.45)
(c) Other
1) NRIs	182533	7860	190393	0.88	232348	7265	239613	1.10	0.22
2) HUFs	419851	265	420116	1.92	399641	265	399906	1.83	(0.09)
3) Trusts	89817		89817	0.41	91930	-	91930	0.42	0.01
4) Directors/ Relatives	8540	125	8665	0.04	8540	125	8665	0.04
5) Clearing Members	209527	-	209527	0.96	188256	-	188256	0.86	(0.10)
6) IEPF	-				144472	-	144472	0.66	0.66
Sub-Total (B)(2) :	11577347	2053300	13630647	62.38	11471998	1894142	13366140	61.17	(1.21)
Total Public Shareholding (B)=(B)(1) (B)(2)	14246911	2085630	16332541	74.75	13997984	1918877	15916861	72.84	(1.91)
C. Shares held by custodian for GD Rs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total(A B C)	19764959	2085630	21850589	100.00	19931712	1918877	21850589	100.00	-

(ii) Shareholding of Promoters

Sr No.	Shareholder''s Name	Shareholding at the beginning of the year 01.04.2017			Shareholding at the end of the year 31.03.2018
		No. of Shares	% of total shares of the company	% of shares Pledged/ encumbered to total shares	No. of Shares	% of total shares of the company	% of shares Pledged/ encumbered to total shares	% change in share holding during the year
1	TGS Investment And Trade Pvt. Ltd.	3114970	14.26		3114970	14.26	--
2	Century Textiles And Industries Ltd.	1266887	5.80	—	1266887	5.80	—	—
3	Cyqnet Industries Ltd.		—		415680	1.91	1.91	1.91
4	Prakash Educational Society	277360	1.27	—	277360	1.27	—	—
5	Trapti Trading And Investments Pvt. Ltd.	260820	1.19	—	260820	1.19	—	—
6	Turauoise Investment And Finance Pvt. Ltd.	242900	1.11		242900	1.11	--
7	Jayantika Investment & Finance Limited (Formely Parvati Tea Company Pvt. Ltd.)	100000	0.46	--	100000	0.46	--	--
8	Birla Education Trust	75000	0.34	—	75000	0.34	—	—
9	Mr. Basant Kumar Birla	71360	0.32	—	71360	0.32	—	—
10	Aditya Vikram Kumarmanqalam Birla HUF	29760	0.14		29760	0.14	--
11	Padmavati Investment Ltd.	28891	0.13	—	28891	0.13	—	—
12	Mrs. Raiashree Birla	26080	0.12		26080	0.12	--
13	B.K. Birla Foundation	15090	0.07	—	15090	0.07	—	—
14	Mrs. Vasavadatta Bajai	8930	0.04		8930	0.04	--
	Total	55180A8	25.25	-	5933728	27.16	1.91	1.91

(iii) Change in Promoters'' Shareholding (Please specify, if there is no change)

Change in Promoters'' Shareholding during the year

Sr No.		Shareholding at the beginning of the year				Cumulative Shareholding during the year
		Date	No. of shares	% of total shares of the company	Reason	No. of shares	% of total shares of the company
	At the beginning of the year	01.04.2017	5518048	25.25		5518048	25.25
	Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus / sweat equity etc.) Cygnet Industries Ltd.	20.02.2018	415680	1.91	Transfer	415680	1.91
	At the end of the year	31.03.2018	5933728	27.16	____	5933728	27.16

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :

Sr No.	Name of Shareholder	Shareholding at the beginning of the year 01.04.2017		Date wise Increase/ (Decrease) in Shareholding during the year			Cumulative Shareholding during the year		Shareholding at the end of the year 31.03.2018
		No. of shares	% of total shares of the company	Date	No. of shares	Reason	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Life Insurance Corporation of India	1515302	6.93	—		—	1515302	6.93	1515302	6.93
2.	Camden Industries Limited*	1340680	6.14	20.02.2018	(415680)	Transfer	925000	4.23	925000	4.23
3.	Mr. Hitesh Ramji Javeri*	619900	2.83	16.02.2018	62	Transfer	619962	2.83	619962	2.83
4.	Mrs. Marsha Hitesh Javeri*	472000	2.16	—		—	472000	2.16	472000	2.16
5.	Malingos International Holdings Limited	450000	2.06	—	—	—	450000	2.06	450000	2.06
6.	Larsin Enterprises Corp	450000	2.06	___		___	450000	2.06	450000	2.06
7.	French Wilbert Ltd.	250000	1.14	___	___	___	250000	1.14	250000	1.14

Sr No.	Name of Shareholder	Shareholding at the beginning of the year 01.04.2017		Date wise Increase/ (Decrease) in Shareholding during the year			Cumulative Shareholding during the year		Shareholding at the end of the year 31.03.2018
		No. of shares	% of total shares of the company	Date	No. of shares	Reason	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
8.	Quantum Securities	0	0	1901.2018	55000	Transfer	55000	0.25
	Pvt Ltd.*			26.01.2018	26340	Transfer	81340	0.37
				02.02.2018	68660	Transfer	150000	0.69
				0902.2018	55795	Transfer	205795	0.94
				23.02.2018	45205	Transfer	251000	1.14
				02.03.2018	(965)	Transfer	250035	1.14
				0903.2018	(35)	Transfer	250000	1.14
				23.03.2018	1000	Transfer	251000	1.14
				31.03.2018	(1000)	Transfer	250000	1.14	250000	1.14
9.	Devi Investment and Development Inc.*	177689	0.81	—		—	177689	0.81	177689	0.81
10	Morelia Enterprises Limited	164470	0.75	—	—	—	164470	0.75	164470	0.75

''Shareholding in different folios is consolidated on the basis of Permanent Account Number (PAN) of shareholder.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr No.	Name	Shareholding at the beginning of the year 01.04.2017		Date wise Increase/ (Decrease) in Shareholding during the year			Cumulative Shareholding during the year		Shareholding at the end of the year 31.03.2018
		No. of shares	% of total shares of the company	Date	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Mr. Basant Kumar Birla (Director)	71360	0.32		—	—	71360	0.32	71360	0.32
2.	Mrs. Rajashree Birla (Director)	26080	0.12		—	—	26080	0.12	26080	0.12
3.	Mr. BansidharS. Mehta (Director)	8540	0.04		—	—	8540	0.04	8540	0.04
4.	Mr. Sohanlal Kundalmal Jain (Director)	125	0.00		—	—	125	0.00	125	0.00
5.	Mr.Krishnagopal Ladsaria (CFO)	31	0.00		—	—	31	0.00	31	0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

				Rs. Lacs
	Secured Loans excluding deposits	Unsecured Loans	Deposit	Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount	5253	--	--	5253
(ii) Interest due but not paid	--		--	--
(iii) Interest accrued but not due	44		--	44
Total (i ii iii)	5297	—	-	5297
Change in Indebtedness during the financial year
Addition	985	__	__	985
Reduction	(1553)	-	--	(1553)
Net Change	(568)	—	—	(568)
Indebtedness at the end of the financial year
(i) Principal Amount	4695	--	--	4695
(ii) Interest due but not paid	--	--	--	--
(iii) Interest accrued but not due	34		--	34
Total (i ii iii)	4729	—	—	4729

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Mr. O. R. Chitlange & Whole-time Director Mr. GM Singhvi

				Rs. Lacs
Sr. No.	Particulars of Remuneration	Mr. O. R. Chitlange w.e.f 16.05.2017	Mr. G.M. Singhvi upto 15.05.2017	Total Amount
1	Gross Salary
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act. 1961	216.78	49.19	265.97
	(b) Value of perquisites under section 17(2) of Income Tax Act. 1961	6.77	0.09	6.86
	(c) Profits in lieu of salary under section 17(3) Income Tax. 1961
2	Stock Options
3	Sweat Equity
4	Commission
	- As % of profit
	- Others, specify
5	Others. Please specify
	Provident Fund(Co''s Contribution).	6.31	0.86	7.17
	Superannuation (Exempted Portion)	1.50	1.09	2.59
	Medical Reimbursement (Exempted)	0.00	0.04	0.04
	Total Remuneration	231.36	51.27	282.63
	Ceiling as per the Act 5% of the net profit of company			430.45
Net Profit of the Company for the year 2017-18 as per Section 198 of Companies Act, 2013				8609
5% of Net Profit				430.45

B. Remuneration to Other Directors

I . Independent Directors Rs/Lacs
Sr. No.	Particulars of Remuneration	Mr. B.S. Mehta	Mr. S.K. Jain	Mr. K.S. Thar	Total Amount
1	Fee for attending board and other committee meetinas	1.45	1.35	1.35	4.15
2	Commission	10.00	5.00	5.00	20.00
3	Others. Please specify
	Total of (I)	11.45	6.35	6.35	24.15

II. Other Non Executive Directors Rs/Lacs
Sr. No.	Particulars of Remuneration	Mr. B.K. Birla	Mrs. Rajashree Birla	Total Amount
1	Fee for attending board and other committee meetings	0.15	0.15	0.30
2	Commission	5.00	5.00	10.00
3	Others. Please specify
	Total of (II)	5.15	5.15	10.30
	Total (I) (II) Total Remuneration to Other Directors			34.45
Notes : Rs/Lacs
Net Profit of the Company for the year 2017-18 as per Section 198 of Companies Act, 2013				8609
1% of Net Profit				86.09

Total Managerial Remuneration (A B)			317.08
Overall Ceiling as per the Companies Act. 2013			516.54

C. Remuneration to Key Managerial Personnel (Other than MD/WTD/Manager) Rs/Lacs

Sr. No.	Particulars of Remuneration	Mr. K.G. Ladsaria Chief Financial Officer	Mr. C.B. Gagrani Company Secretary	Total
1	Gross Salary
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	78.88	38.06	116.94
	(b) Value of perquisites under section 17(2) of Income Tax Act, 1961	0.25	1.31	1.56
	(c) Profits in lieu of salary under section 17(3) Income Tax, 1961
2	Stock Options	-	-	-
3	Sweat Equity	-	-	-
4	Commission
	- As % of profit	-	-	-
	- Others, specify	-	-	-
5	Others, Please specify
	Provident Fund(Co''s Contribution)	3.65	2.04	5.69
	Superannuation (Exempted Portion)	-	1.50	1.50
	Medical Reimbursement (Exempted)	0.47	0.42	0.89
	Total Remuneration	83.25	43.33	126.58

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD/ NCLT/ COURT]		Appeal made, if any (give Details)
A. COMPANY
Penalty			- NIL--
Punishment
Compounding
B. DIRECTORS
Penalty			- NIL--
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty			-- NIL--
Punishment
Compounding

---

Mar 31, 2017

DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2017

Dear Shareholders,

The Directors present the 51st Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2017.

Profit after Finance Cost but Before Tax has increased by 58% during the year. This was due to overall improvement in plant operations, higher sales both in quantitative term as well as value and lower finance cost.

FINANCIAL RESULTS

Rs, / Lacs

	This Year	Previous Year
Net Revenue from Operations (Net of Excise Duty)	118531	114848
Profit before Depreciation, Finance Cost, Exceptional Items and Tax	19736	14624
Add / (Less) :
Depreciation	(4237)	(4094)
Finance Cost	(562)	(956)
Exceptional Item (Note 1)	(958)	(754)
Taxation (Net)	(4882)	(2910)
Net Profit	9097	5910

Note 1: Exceptional item in this year represents impairment loss for some polyester spinning machines (previous year write-down of Continuous Polyester Polymerisation Unit).

Figures for previous year have undergone change consequent to transition to Ind AS, on first time adoption of Ind AS.

DIVIDEND

We recommend a dividend at the rate of 70% (i.e. Rs, 7/- per Equity Share of Rs, 10/- each) for the year ended 31st March, 2017 (Previous year dividend at the rate of 75% i.e. Rs, 7.50 per equity share of Rs, 10/- each which includes a special dividend to commemorate Golden Jubilee Year at the rate of 15% i.e. Rs, 1.50 per equity share).

TRANSFER TO RESERVES

It is proposed to transfer Rs, 900 lacs (Previous year Rs, 600 lacs) to General Reserve.

COURSE OF BUSINESS AND OUTLOOK

The Management’s Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming a part of this report and gives the state of affairs of the business of the Company.

The business engineering undertaken in earlier years by converting polyester spinning machines into nylon spinning machines, with strong in-house technical support, has given good results and led your Company to market leadership in a fragmented market with large number of players. Nylon Tyre Cord Fabric (NTCF) plants at both the sites are operating at full capacity. High energy cost is a matter of concern and continuous efforts are made in that direction to procure cheaper power. Your Company has been able to conclude a long term Open Power Purchase Agreement effective from 6th April, 2017 for its Bharuch Site that will result in savings in power cost.

EXCISE DUTY DEMAND

The Company has filed an appeal against the order of Commissioner of Central Excise for the alleged excise duty demand of Rs, 22927 lacs, equal amount of penalty and interest on duty amount before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai, denying benefit of Notification No. 6/2000 Ce dated 01.03.2000 for specific excise duty. The appeal has been admitted and on pre-deposit of Rs, 700 lacs, stay granted. Your Company has been advised by the legal experts that it has a fair chance of ultimately succeeding in the matter and, accordingly, no provision is required to be made in books of account.

EXPANSION AND MODERNISATION

During the year, your Company has commissioned nylon textile mother yarn spinning machine and further converted part of polyester yarn spinning machines into nylon yarn spinning machines. Your Company continues its focus on conversion of polyester spinning machines into nylon spinning machines and will convert some more polyester spinning machines during the year. The Company plans to undertake debottlenecking of its NTCF dipping capacity and would install required machines for conversion of additional quantities of tyre cord into tyre cord fabric. Your Company, to widen its product basket, is actively considering to use a part of its conversion and dipping capacity for polyester tyre cord fabric and also use dipping facility for rayon tyre cord fabric.

The Company has planned to replace some old equipment to improve efficiency and savings in energy cost.

HEALTH, SAFETY AND ENVIRONMENT

The report on Management’s Discussion and Analysis includes observations on health, safety and environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I).

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause ‘C’ of Schedule V on Annual Report pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section of disclosure on Corporate Governance and a Certificate from the firm of Practicing Company Secretaries dated 10th May, 2017 in this regard, are annexed hereto and form part of the Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees).

Policy on Directors’ appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) is industry driven in which it is operating, taking into account the performance leverage and such factors so as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed there under, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made declarations confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

b) t hat the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t hat the directors had prepared the annual accounts on a going concern basis;

e) t hat the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) t hat the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

In accordance with Articles of Association of the Company, Mrs. Rajashree Birla, Director of the Company will retire by rotation and being eligible, offers herself for re-appointment.

Mr. G.M. Singhvi’s tenure as a Whole-time Director of the Company will come to an end on 15th May, 2017 Your Company wishes to place on record its appreciation for the valuable services rendered by Mr. G.M. Singhvi during his long tenure with the Company.

Mr. O.R. Chitlange has been appointed as Managing Director for a period of 5 years effective from 16th May, 2017 subject to approval of the members in the forthcoming Annual General Meeting of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have met 5 times and Independent Directors once during the year ended 31st March, 2017

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors, Stakeholders Relationship/Grievance Committee of Directors and Share Transfer Committee of Directors, number of meetings held of each Committee of Directors during the financial year 201617 and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

KEY MANAGERIAL PERSONNEL

Mr. G.M. Singhvi is the Whole-time Director of the Company, whose tenure will come to an end on 15th May, 2017.

Mr. O.R. Chitlange, has been appointed as the Managing Director of the Company effective from 16th May, 2017, subject to approval of the shareholders.

Mr. K.G. Ladsaria has been appointed as the Chief Financial Officer (CFO) of the Company effective from 13th February, 2017. Mr. D.B. Roonghta was CFO upto 12th February, 2017.

Mr. C.B. Gagrani is the Company Secretary of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no transactions with Related Parties which require disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

There are no loans given, investments made, guarantees given or securities provided by the Company to any entity, under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Control System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31st March, 2017

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy, including identification of elements of risk and the risks that may threaten the existence of the Company. The Company has constituted a Risk Management Committee of Senior Executives to evaluate the risks and mitigation plans and monitor them. The Risk Management Committee evaluated various risks and mitigation plans and monitored them. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

A detailed report on significant risks and mitigations is given under the head Risk Management in Management''s Discussion and Analysis.

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

COROPRATE SOCIAL RESPONSIBILITY

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2016-17, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-II).

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure-III).

AUDITORS

M/s. Khimji Kunverji & Co., Chartered Accountants have been appointed as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 50th Annual General Meeting held on 15th July, 2016 until the conclusion of the 55th Annual General Meeting subject to ratification of their appointment by the members at every Annual General Meeting during the remaining term of 5 (five) years. Accordingly, being eligible, their appointment is required to be ratified at the ensuing Annual General Meeting.

COST AUDITORS

The Cost Accounts records maintained by your Company for its products - Polyester and Nylon are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. D.C. Dave & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2016-17

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2017 in prescribed form, duly audited by the firm of Practising Company Secretaries M/s. Sanjay Sangani & Co. is annexed herewith and forming part of the report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-IV).

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure-V).

For and on behalf of the Board of Directors

B. S. Mehta

Place : Mumbai G. M. Singhvi

Date : 10th May, 2017 Directors

---

Mar 31, 2015

Dear Members,

The Directors present the 49th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2015.

The performance of the Company for the year was severely impacted mainly due to sudden drop in crude oil prices, resulting into heavy loss in carrying inventory value. Additional reasons were, increase in labour cost on account of wage settlement arrived at Pune factory and high electricity cost per unit as open access power purchase which was hitherto available to Bharuch site was denied by Gujarat Energy Transmission Corporation Limited.

FINANCIAL RESULTS

Rs. / Lacs This Previous Year Year

Net Sales / Income from 121853 146679 Operations(Less Excise Duty)

Profit before Depreciation, Finance Cost, Exceptional Items and Tax 12269 18963

Add / (Less) :

Depreciation (4275) (7071)

Finance Cost (1732) (2091)

Exceptional Items -- (220)

Taxation (Net) (2605) (3288)

Net Profit 3657 6293

Add : Balance brought forward from previous year 27470 23346

Profit available for appropriation 31127 29639

Less : Dividend (1311) (1311)

Tax on Dividend (267) (228)

General Reserve (370) (630)

Balance carried forward to next year 29179 27470

DIVIDEND

We recommend a dividend at the rate of 60% (i.e. Rs. 6/- per Equity Share of Rs. 10/- each) for the year ended 31st March, 2015 (Previous year at the rate of 60% i.e. Rs. 6/- per Equity Share of Rs. 10/- each).

COURSE OF BUSINESS AND OUTLOOK

The Management’s Discussion and Analysis Report as required under Corporate Governance Report is forming part of this report and gives the state of affairs of the business of the Company. As indicated, your Company has consolidated its position in Nylon Filament Yarn, keeping its focus on modification of additional Polymerlines and adding after treatment facility to provide bouquet of products in Nylon Filament Yarn for new applications in producing Nylon Textile Fabric. These efforts have helped increase its market share in Nylon Filament Yarn. Your Company has plans to make further investments to increase Nylon Filament Yarn capacity, which will also help to counter price cutting by competitors. In Nylon Tyre Cord Fabric, the Company has commissioned second dipping plant to meet tyre companies demand for dipped fabric and to retain its market share has undertaken modernization by replacing remaining two steps process plant by single step.

EXCISE DUTY DEMAND

The Company has filed an appeal against the order of Commissioner of Central Excise for the alleged excise duty demand of Rs. 22927 Lacs, equal amount of penalty and interest on duty amount before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai, denying benefit of notification No.6/2000 CE dated 01st March, 2000 for specific excise duty. The appeal has been admitted and stay granted on pre-deposit of Rs. 700 Lacs. Your Company has been advised by the legal counsel that it has a strong case to succeed and accordingly no provision is required to be made in books of account.

EXPANSION AND MODERNISATION

During the year, a part of continuous process polymerline at Bharuch site has been converted into non continuous and put into operation for manufacture of Nylon Filament Yarn.

Your Company offers wide range of Nylon Filament Yarn and to further broaden the product range has added about 4200 M.Tons per annum capacity by installing Air Text urising and Draw Texturising machines. Your Company is actively considering to install few more Air Texturising machines and FDY machine to strengthen its leadership position in Nylon Filament Yarn.

A part of manufacturing capacity of Nylon Tyre Cord Fabric (NTCF) is based on two steps process technology which has become obsolete. Your Company has taken up modernisation by converting the existing capacity of two steps process with one step and expects to complete the installation by July- September 2015.

The second Dipping plant at Bharuch site has been commissioned in August 2014.

HEALTH, SAFETY AND ENVIRONMENT

The report on Management’s Discussion and Analysis includes observations on health, safety and environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure - I)

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practising Company Secretaries dated 5th May, 2015 in this regard is annexed hereto and forms a part of the report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors’ Appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

* Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

* Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

* Ror Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure;

b) t hat the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t hat the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) t hat the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Your Board of Directors with deep regret noted the sad demise of Mrs. Saraladevi Birla on 28th March, 2015. In her death, the Board of Directors has lost a visionary, able leader and philanthropist.

Your Board of Directors has appointed Mrs. Rajashree Birla on 5th May, 2015 to fill up the casual vacancy caused by the demise of Mrs. Saraladevi Birla, a Director liable to retire by rotation. Mrs. Rajashree Birla is having vast experience of Industry and is on the Board of many large reputed listed companies.

Mr. R.A. Shah resigned from the directorship of the Company w.e.f. 30th October, 2014 due to regulatory requirements under the Companies Act, 2013 and the Listing Agreement. Mr. R.A. Shah was associated with the Company as a Director for more than 40 years. Your Directors place on record their appreciation for the valuable services rendered by Mr. R.A. Shah.

Mr. K.S. Thar has been appointed as an Independent Director of your Company on 27th November, 2014 to fill up the casual vacancy caused by the resignation of Mr. R.A. Shah. Mr. K.S. Thar is a Practising Chartered Accountant, having more than 30 years of experience of audit, taxation and corporate laws. His appointment as an Independent Director is proposed for a term of 5 years.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures of Mrs. Rajashree Birla and Mr. K.S. Thar for the office of the Directors have been received.

NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board of Directors have met 6 times and Independent Directors once during the year ended 31st March, 2015.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL

Your Company has designated Mr. D.B. Roonghta, who is Executive President of Pune site as Chief Financial Officer. Mr. S. Thapliyal, the President of the Company is also a Key Managerial Personnel. Mr. G.M. Singhvi the Whole-time Director and Mr. C.B. Gagrani, Company Secretary who have been appointed before commencement of the Companies Act, 2013 are the Key Managerial Personnel.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31st March, 2015. Fixed deposits accepted from employees and outstanding as on 31st March, 2014 have been repaid during the financial year ended 31st March, 2015.

RISK MANAGEMENT

During the year, Management of the Company, evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritising the risks, role of various executives in monitoring & mitigation of risk and reporting process. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company by independent firms of Chartered Accountants and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

A detailed report on significant risks and mitigation is forming part of Management’s Discussion and Analysis.

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company understands the importance of Corporate Social Responsibility (CSR) activities that bring a meaningful and lasting improvement in the life of youth and marginalised section of the society, more particularly of backward region. It has been a commitment of your Company to the society, since inception, in conducting CSR activities, particularly for the benefit of the people living in peripheral of its plant sites. To achieve this objective, the Company during the year 2014-15 has participated by funding in setting up a skill development institute in vicinity of the Company’s Bharuch site, a backward region to help local youth for gaining better employment opportunity and funded for a project for drinking water supply to a village Panchayat Savane near the Company’s Mahad site. In addition to these projects, the Company has taken up programmes for health, education, sanitary and environment. Your Company has spent Rs. 94 Lacs on CSR Projects and Programmes during the financial year 2014-15.

An annual report on CSR, pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure - II)

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure - III)

AUDITORS

M/s. Price Waterhouse, the Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current year is to be fixed by you.

COST AUDITORS

Your Company has appointed M/s. N.I. Mehta & Co., Cost Auditors for conducting the cost account records for the products Nylon and Polyester for the financial year ended 31st March, 2016.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practising Company Secretary M/s. Sanjay Sangani & Co. is annexed herewith and forming part of the report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement is annexed herewith and forming part of the report. (Annexure - IV)

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - V)

For and on behalf of the Board of Directors

B. K. BIRLA Place : Mumbai G. M. SINGHVI Date : May 05, 2015 Directors

---

Mar 31, 2014

Dear Shareholders,

The Directors present the 48th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

The overall performance of the Company was quite satisfactory inspite of lower production and sales resulting on account of suspension of Continuous Process Plant (Polyester) at Bharuch site in November 2013 which was incurring financial losses. In addition to this, saving in energy cost, production of high value added products, better product mix and general improvement in operational efficiency also helped in improving the financial results for the year.

FINANCIAL RESULTS

(Rs./ Lacs)

This Year Previous Year

Net Sales / Income from Operations (Less Excise Duty) 146679 155217

Profit before Depreciation, Finance Cost, Exceptional Items and Tax 19324 14788

Add / (Less) :

Depreciation (7071) (7191)

Finance Cost (2452) (2946)

Exceptional Items (220) (1503)

Taxation (Net) (3288) (959)

Net Profit 6293 2189

Add : Balance brought forward from previous year 23346 22921

Profit available for appropriation 29639 25110

Less : Dividend 1311 1311

Tax on Dividend 228 233

General Reserve 630 220

Balance carried forward to next year 27470 23346

DIVIDEND

We recommend a dividend at the rate of 60% (i.e. Rs. 6/- per Equity Share of Rs. 10/- each) for the year ended 31st March, 2014 (Previous year at the rate of 60% i.e. Rs. 6/- per Equity Share of Rs. 10/- each).

COURSE OF BUSINESS AND OUTLOOK

The Management''s Discussion and Analysis Report, as required under Corporate Governance, is forming a part of this report and gives a refection of the current state of business. As indicated in the said report, re-engineering and modification work in making a part of the Continuous Process Plant into Non- continuous Process Plant has been satisfactory. Your Company has been able to produce value added products of different polymers with good quality. In view of this accomplishment, in the current year, your Company is concentrating on enlarged area of restructuring its operations by re-engineering and modification work of the remaining part of Continuous Process Plant. The Management is hopeful of converting the said plant into a better versatile plant capable of producing different polymers with increased operational efficiency at lower cost.

The commissioning of additional dipping capacity will help the Company to satisfy tyre companies with the increased supply of dipped fabric in place of greige fabric.

EXCISE DEMAND

With reference to the observation of the Statutory Auditors in their report on the order of the Excise Department raising a demand of Rs. 229.27 Crs. alongwith an equal amount of penalty and interest thereon, your Company has been advised by the legal experts that it has a strong case. The Company has fled an Appeal before the Central Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai and expects a favourable outcome and accordingly no provision has been made in the accounts for the year.

EXPANSION AND MODERNISATION

The study of the Consultant on Polyester products particularly Partially Oriented Yarn (POY) and Chips suggests that the existing capacity will continue to remain surplus for another 2-3 years with thin to negative margins. Your Directors will take a cautious approach before committing any new investment in this area. The Company is exploring the possibilities of entry into polyester tyre cord fabric and other polymers used in non- tyre application.

SAFETY AND ENVIRONMENT

The report on Management''s Discussion and Analysis includes observations on safety and environment.

Considerable emphasis is given by your Company on conservation and preservation of water, reducing the effuent as well as better management of effuent to keep the surrounding area clean and healthy.

All Plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached hereto and forming part of the report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certifcate from the firm of practicing Company Secretaries dated 5th May, 2014 in this regard is annexed hereto and forms a part of the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certifcate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

(iii) that the directors had taken proper and suffcient 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; and

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

DIRECTORS

Mr. B. K. Birla, who will retire by rotation and being eligible offers himself for re-appointment

Mrs. Saraladevi Birla has been appointed as an Additional Director of the Company w.e.f. 5th May, 2014. Mrs. Saraladevi Birla will hold the office upto the date of ensuing Annual General Meeting. Notices have been received under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidature of Mrs. Saraladevi Birla for the office of Director liable to retire by rotation.

Mr. R. A. Shah, Mr. B. S. Mehta and Mr. S. K. Jain, the Independent Directors of the Company are seeking their appointments under Section 149 of the Companies Act, 2013 for a term of five years upto 31st March, 2019.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying their candidatures for the office of the Directors have been received.

AUDITORS

Messrs. Price Waterhouse, the Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current year is to be fixed by you.

COST AUDITORS

The Cost Audit Reports for the products Polyester and Nylon for the financial year ended 31st March, 2013 signed by M/s. N.I. Mehta & Co., Cost Auditors were fled within due date with the Ministry of Corporate Affairs.

Your Company has also appointed M/s. N.I. Mehta & Co., Cost Auditors for conducting the cost account records for the products Polyester and Nylon for the financial year ended 31st March, 2014.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member, who is interested in obtaining such particulars about employees may write to the Company Secretary at the Registered office of the Company.

For and on behalf of the Board of Directors

B. S. MEHTA Place : Mumbai G. M. SINGHVI

Date : May 5, 2014 (Directors)

---

Mar 31, 2013

Dear Shareholders,

The Directors present the 47th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

The overall performance of the current year was satisfactory due to efficient management of energy cost, suspension of unviable operations and general improvement in operational efficiency.

FINANCIAL RESULTS

(Rs. / Lacs) This Year Previous Year

Net Sales / Income from Operations (Less Excise Duty) 155217 164951

Profit before Depreciation, Finance Cost, Exceptional Items and Tax 14788 9950

Add / (Less) :

Depreciation (7191) (6743)

Finance Cost (2946) (3172)

Exceptional Items (1503) -

Taxation (Net) (959) 843

Net Profit 2189 878

Add : Balance brought forward from previous year 22921 23401

Profit available for appropriation 25110 24279

Less :Dividend 1311 1093

Tax on Dividend 233 177

General Reserve 220 88

Balance carried forward to next year 23346 22921

DIVIDEND

We recommend a dividend at the rate of 60% (i.e. Rs. 61- per Equity Share of Rs. 10/- each) for the year ended 31st March, 2013 (Previous year at the rate of 50% i.e. Rs. 5/- per Equity Share of Rs. 10/- each).

COURSE OF BUSINESS AND OUTLOOK

The Management''s Discussion and Analysis Report, as required under Corporate Governance, is forming a part of this report and gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.

In May 2012, your Company suspended unviable manufacturing operations at Mahad site. The Company has conducted a feasibility study and has now reached to the conclusion that present manufacturing operations at Mahad site cannot be made viable mainly due to high energy and other utility costs. Apart from this, high transportation cost, being away from market place and raw material sourcing centre vis-a-vis competitors who are mostly located around Surat and Silvassa. In view of the above, it is decided to close the operations at Mahad site.

Your Company, in view of falling margins in Polyester POY, is restructuring its Polyester operations at Bharuch site to create dual facilities to manufacture Polyester POY as well Nylon Filament Yarn and of different types of lustres.

Your Company continues its focus on cost control, inventory management and productivity enhancement to improve margins.

EXPANSION & MODERNISATION

Your Company proposes to expand dipping facility of 15000 MT per annum Nylon Tyre Cord Fabric (NTCF) at Bharuch site to meet the increasing demand of dipped NTCF from tyre companies. In addition to that, the Company is also adding some balancing equipment to carry out debottlenecking of NTCF capacity. The total investment in dipping and debottlenecking is expected to be about Rs. 50 crores.

HUMAN RESOURCE DEVELOPMENT AND ENVIRONMENT

The report on Management''s Discussion and Analysis includes observations on human resource development and environment. It is your Company''s belief to cultivate competitive capability both functional and behavioural of its human resources and to facilitate that, your Company regularly organized training programmes.

Your Company''s industrial relations continued to be harmonious during the year under review.

Your Directors would like to place on record their appreciation for the efforts undertaken by the employees to control cost and improve productivity.

Considerable emphasis is given by your Company on preservation of environment and to combat for and support ecology, plantations have been carried out in and around the surrounding area of the Company''s plants.

All Plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached hereto and forming part of the report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of practicing Company Secretaries dated 15th May, 2013 in this regard is annexed hereto and forms a part of the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

(iii) that the directors had 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; and

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

DIRECTORS

Mr. G. M. Singhvi, Whole-time Director of your Company whose tenure of 3 (three) years comes to end on 15th May, 2013 has been reappointed by the Board of Directors in its Meeting held on that date for a period of 3 (three) years, commencing from 16th May, 2013 subject to approval of the shareholders of the Company at the forthcoming Annual General Meeting.

In accordance with Articles of Association of the Company, Mr. R. A. Shah and Mr. B. S. Mehta, Directors of the Company will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Messrs. Price Waterhouse, the Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current year is to be fixed by you.

COST AUDITORS

The Cost Audit Reports for the products Polyester and Nylon for the financial year ended 31st March, 2012 signed by M/s. N.I. Mehta & Co., Cost Auditors were due for filing on or before 31s1 January, 2013 and the same were filed with Ministry of Corporate Affairs on 31st January, 2013.

Your Company has also appointed M/s. N.I. Mehta & Co., Cost Auditors for conducting the cost account records for the products Polyester and Nylon for the financial year ended 31 st March, 2013.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member, who is interested in obtaining such particulars about employees may write to the Company Secretary at the Registered Office of the Company.

For and on behalf of the Board of Directors

B. K. BIRLA

Place : Mumbai G. M. SINGHVI

Date : May 15, 2013 (Directors)

---

Mar 31, 2012

The are presenting the 46th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2012. In last year's Annual Report, concern was expressed over the prices of raw materials and fuel oil to remain firm in the background of high crude oil prices. The actual situation was worse than anticipated. Prices of raw materials, fuel oil and gas touched all time high. A major part of the cost could not be passed on to customers. Substantial capacity expansion in Polyester POY and new entrants in Nylon Filament Yarn (NFY) led to surplus availability and intense competition. The combined effect of these factors resulted into erosion of profit margins. In the light of such external adverse conditions, with better inventory management and cost control measures, the erosion in profit margins, to some extent, could be minimized.

FINANCIAL RESULTS

Rs./ Lacs

This Year Previous Year

Net Sales / Income from Operations (Less

Excise Duty) 164951 134908

Profit before Depreciation, Finance Cost, Exceptional Items and Tax 9950 18352

Add / (Less):

Depreciation (6743) (6115)

Finance Cost (3172) (1618)

Taxation (Net) 843 (2683)

Net Profit 878 7936

Add: Balance brought forward previous year 23401 18616

Profit available for appropriation 24279 26552

Less: Dividend 1093 1420

Tax on Dividend 177 231

General Reserve 88 1500

Balance carried forward to next year 22921 23401

DIVIDEND

We recommend a dividend at the rate of 50% (i.e. Rs. 5/- per Equity Share of Rs. 10/- each) for the year ended 31st March, 2012 (Previous year 65% i.e. Rs. 6.50 per Equity Share of Rs. 10/- each),

COURSE OF BUSINESS AND OUTLOOK

As required under Corporate Governance, the Management's Discussion and Analysis Report which is forming a part of this report, is a reflection of the current state of business. It also deals with opportunities and challenges faced by your Company and the outlook for the future.

Looking at the international political scenario, crude oil prices may remain firm. Consequently, prices of all major raw materials, furnace oil and gas are likely to remain high in the current year also. Further, Rupee depreciation against Dollar will also impact their prices. These factors will lead to continued pressure on profit margins in the shorter run.

Your Company's efforts are under way to optimize product contribution, cost control and inventory management to overcome the impact of high cost and improve profit margins.

The commissioning of 7500 tons per annum NTCF capacity & dipping plant at Barouche site and growing Indian economy with good demand growth in end-use products, your Company perceives that the outlook is positive.

EXPANSION & MODERNISATION

Installation of NTCF Dipping Plant has been completed in second half of the financial year 2011-12. Product approvals from customers have been received and plant has become fully operational. Installation of 4 MW Gas Generating Set could be completed in fourth quarter of the financial year 2011 - 12 due to delay in receiving various administrative approvals. It has now become operational.

HUMAN RESOURCE DEVELOPMENT AND ENVIRONMENT

The report on Management's Discussion and Analysis includes its observations on human resource development and environment. It is your Company's belief to cultivate competitive capability and effectiveness of its human resources.

Industrial relations at all the plant sites of the Company are cordial. The Wage Agreement for Mahad site expired in December 2010, a new agreement is yet to be concluded.

The Directors would like to place on record their appreciation for the employees efforts at all levels to control cost and improve productivity.

Your Company gives strong thrust on preservation of environment and all the plant sites of the Company are environment regulations compliant.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached hereto and forming part of the report.

CORPORATE GOVERNANCE

Your Company reaffirm its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of practicing Company Secretaries dated 2nd May, 2012 in this regard is annexed hereto and forms a part of the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

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

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

DIRECTORS

In accordance with Articles of Association of the Company, Mr.B K Birla and Mr. S K Jain, Directors of the Company will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Messrs. Price Waterhouse, the Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current year is to be fixed by you.

COST AUDITORS

The Cost Accounts Records maintained by your Company for the products - Polyester and Nylon are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N.I. Mehta & Co., a firm of Cost Auditors for conducting the audit of such records for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member, who is interested in obtaining such particulars about employees may write to the Company Secretary at Registered Office of the Company.

For and on behalf of the Board of Directors

B. K. BIRLA G. M. SINGHVI

(Directors)

Place: Mumbai

Date : May 02, 2012

---

Mar 31, 2011

We have pleasure in presenting the 45th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2011. The overall performance of the current year was satisfactory inspite of high raw material and fuel oil prices and lower sales of Nylon Tyre Cord Fabric (NTCF). The lower off-take of NTCF by the tyre companies was mainly due to labour unrest at their factories and high level of imports of bus & truck tyres in the third quarter of the financial year that forced tyre companies to cut their production.

FINANCIAL RESULTS

Rs. / Lacs

This Year Previous Year

Sales / Income from Operations (Less Excise Duty) 134433 123087

Profit before Depreciation, Interest, Exceptional Items and Tax 17792 22437 Add / (Less): Depreciation (6115) (6106) Interest (Net) (1058) (741) Taxation (Net) (2683) (5238)

Voluntary Retirement compensation - (336)

Net Profit 7936 10016

Add: Balance brought forward from previous year 18616 11629

Profit available for appropriation 26552 21645 Less :Dividend 1420 1311 Tax on Dividend 231 218 General Reserve 1500 1500

Balance carried forward to next year 23401 18616



DIVIDEND

We recommend a dividend at the rate of 65% (i.e. Rs. 6.50 per Equity Share of Rs.10/- each) for the year ended 31st March, 2011 (Previous year 60% i.e. Rs.6/- per Equity Share of Rs.10/- each).

COURSE OF BUSINESS AND OUTLOOK

As required under Corporate Governance, the Managements Discussion and Analysis Report which is forming a part of this report, is a refection of the current state of business. It also

deals with the opportunities and challenges faced by your Company and the outlook for the future.

Your Company would like to add that in view of high crude oil prices in the international market, the prices of raw material and fuel oil are likely to remain firm in the current financial year and may cause pressure on profit margins. However, with the recently completed capital expenditure of about Rs. 200 crores, your Company is hopeful of improved performance in the current financial year.

With growing Indian economy and good demand growth in end- used products i.e. synthetic textile and automobile tyres, the long-term outlook remains positive.

EXPANSION & MODERNISATION

The trial runs in connection with capacity expansion of Nylon Tyre Cord Fabric (NTCF) by 7500 tons per annum have been completed and process conditions are being stabilised for regular commercial production as per the requirements of tyre companies. It is expected to achieve full capacity utilization within 3 months. 13 MW gas based power plant has been successfully commissioned at Pune site. There is some delay in installation of 4 MW LNG gas based power plant at Bharuch. The same is now expected to be commissioned by the third quarter of current financial year.

Most of the modernisation and de-bottlenecking projects undertaken by the Company have been completed. The installation of new Nylon Polymerisation capacity is on hold and will be reviewed in due course.

HUMAN RESOURCE DEVELOPMENT AND ENVIRONMENT

The report on Managements Discussion and Analysis includes its observations on human relations, approach to human resource development, safety, health and environment.

The Company provides a fair and equitable work environment to all its employees, and with support from their seniors, is fully engaged in developing their skills. The Company is continuously working to create and nurture an atmosphere which is highly motivated, result-oriented and adaptable to changing business environment.

The Directors place on record their appreciation for workmen, staff and management in bringing improvement at all levels in factories and offices of the Company and effective response to changing environment.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached hereto and forming part of the report.

CORPORATE GOVERNANCE

Your Company reaffirm its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certifcate from the firm of practising Company Secretaries dated 2nd May, 2011 in this regard is annexed hereto and forms a part of the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

iii) that the directors had 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; and

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

DIRECTORS

In accordance with Articles of Association of the Company, Mr.R. A. Shah and Mr.B. S. Mehta, Directors of the Company will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Messrs. Price Waterhouse, the Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. Their remuneration for the current year is to be fixed by you.

COST AUDITORS

The Cost Accounts records maintained by your Company for the products - Polyester and Nylon are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N.I. Mehta & Co., a firm of Cost Auditors for conducting the audit of such records for the financial year 2010-11.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member, who is interested in obtaining such particulars about employees may write to the Company Secretary at Registered Office of the Company.

For and on behalf of the Board of Directors

B. K. BIRLA G. M. SINGHVI (Directors)

Place : Mumbai Date : May 02, 2011

---

Mar 31, 2010

We have great pleasure in presenting the 44th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2010. The performance has improved signifi cantly. The revival of demand in Nylon Tyre Cord Fabrics (NTCF) and the efforts made by your Company in improving effi ciencies in all areas of operations including working capital management resulting in lower interest cost and foreign currency risk management, have contributed greatly towards the improved performance. We trust you will be quite satisfi ed with the performance of your Company.

FINANCIAL RESULTS

Rs. / Crores

This Year Previous Year

Sales/Income from Operations (Less Excise Duty) 1,230.87 1,162.33

Profi t before Depreciation, Interest, Exceptional Items and Tax 224.37 109.00

Add/(Less):

Depreciation (61.06) (59.10)

Interest (Net) (7.41) (23.82)

Taxation (Net) (52.38) (5.96)

Voluntary Retirement compensation (3.36) (3.50)

Net Profit 100.16 16.62

Add: Balance brought forward from previous year 116.29 113.10

Profit available for appropriation 216.45 129.72

Less: Dividend 13.11 10.03

Tax on Dividend 2.18 1.70

General Reserve 15.00 1.70

Balance carried forward to next year 186.16 116.29

DIVIDEND

We recommend a dividend on 2,18,50,589 fully paid equity shares of Rs.10/- each (including 8,00,000 equity shares allotted on 27th January, 2010 and 10,00,000 equity shares allotted on 3rd May, 2010 on conversion of equal number of preferential warrants) at the rate of Rs. 6/- (Rupees six) per equity share for the year ended 31st March, 2010 (previous year Rs. 5/- (Rupees fi ve) per equity share on 2,00,50,589 equity shares.

COURSE OF BUSINESS AND OUTLOOK

As required under Corporate Governance, the Management’s Discussion and Analysis Report which is forming a part of this report is a refl ection of the current state of business. It also deals with opportunities and threats faced by your Company and the future outlook.

The main raw material of the Company are crude oil derivatives. The fl uctuation in their prices are not in line with the movement in crude oil prices. The volatility and high raw material prices may affect margins of the Company.

The mid-term outlook is fairly good and the long term outlook remains positive as the Indian economy is growing steadily.

ISSUE OF PREFERENTIAL WARRANTS TO PROMOTERS

Pursuant to Special Resolution passed by the shareholders by Postal Ballot and the result of which was announced on 9th December, 2009, your Company has allotted 18,00,000 preferential warrants to promoters of the Company viz. Century Textiles and Industries Limited and TGS Investment and Trade Pvt. Ltd. on 17th December, 2009 at a price of Rs. 189.16 per warrant in compliance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (ICDR Regulations) entitling the holder one equity share of Rs. 10/- each face value on conversion of each preferential warrant. Your Company received Rs. 8.51 crores from the promoters on 17th December, 2009 towards 25% upfront of warrant amount on allotment of warrants. The promoters have exercised their rights by converting 8,00,000 preferential warrants on 27th January, 2010 and 10,00,000 preferential warrants on 3rd May, 2010 into equal number of equity shares and paid Rs. 11.35 crores and Rs. 14.19 crores being the balance 75% of the warrant amount on the respective conversion dates.

EXPANSION AND MODERNISATION

Your Company has undertaken expansion of Nylon Tyre Cord Fabric (NTCF) capacity by 7,500 tons per annum including NTCF dipping at Bharuch and Nylon Polymerisation capacity of 21,000 tons per annum at Mahad. In addition to this it has decided to modernise some of its old machineries at Pune and Mahad and also to add some new equipment to enhance value chain of its existing products. The orders for critical equipment for NTCF expansion have already been placed. Expansion of NTCF and dipping facilities are likely to be completed in the fourth quarter of the fi nancial year 2010-11.

Your Company has also decided to install 6.6 MW gas based power generating set at Pune and 3.3 MW LNG based power generating set at Bharuch. The power generating sets are expected to be commissioned in the fourth quarter of the fi nancial year 2010-11.

The total capital expenditure on above will involve about Rs.350 crores (Rupees three hundred and fi fty crores).

HUMAN RESOURCE DEVELOPMENT AND ENVIRONMENT

The report on Management’s Discussion and Analysis includes its observations on human relations, approach to human resource development, safety, health and environment.

Your Company in pursuit of human development, continuously impart training to its employees culminating in functional as well as behavioural competency and create an healthy environment for work place and performance.

The Directors place on record their appreciation for workmen, staff and management in bringing improvement at all levels in factories and offi ces of the Company and effective response to changing environment.

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

Energy conservation measures, progress made in technology absorption and foreign exchange earnings and outgo, as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached hereto and forming part of the report.

CORPORATE GOVERNANCE

Your Company reaffi rm its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a Certifi cate from the fi rm of practising Company Secretaries dated 3rd May, 2010 in this regard is annexed hereto and forms a part of the Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certifi cate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for that period;

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

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

DIRECTORS

Your Directors inform with grief the sad demise of Mr. V. Dixit on 14th October, 2009 who had been associated with your Company as Director since 26th June, 1990. He was very valuable provider of matured advice. Your Directors place on record their appreciation for the valuable services rendered by Mr. V. Dixit.

Mr. S. K. Jain has been appointed as a Director of the Company w.e.f. 11th November, 2009 to fi ll up the casual vacancy caused by the death of Mr. V. Dixit. Mr. S. K. Jain will hold offi ce upto the date of the ensuing AGM in which Mr. V. Dixit would have retired by rotation had he not died. Notice has been received under Section 257 of the Companies Act, 1956 from a Member of the Company signifying Mr. S. K. Jain, who has fi lled the casual vacancy caused by the death of Mr. V. Dixit as a candidate for the offi ce of the Director.

Mr. G. M. Singhvi, Whole-time Director of your Company whose tenure of 3 years comes to an end on 15th May, 2010 has been reappointed by the Board of Directors in its Meeting on 3rd May, 2010 for a period of 3 years, commencing from 16th May, 2010 subject to approval of the shareholders of the Company at the forthcoming Annual General Meeting. In accordance with Articles of Association of the Company, Mr. B.K. Birla, Director of the Company will retire by rotation and being eligible, offer himself for reappointment.

AUDITORS

Messrs. Price Waterhouse, the Auditors of the Company will retire from the offi ce of the Auditors and being eligible offer themselves for reappointment. Their remuneration for the current year is to be fi xed by you.

COST AUDITORS

The Cost Accounts Records maintained by your Company for both the products – Polyester and Nylon are subject to yearly audit by qualifi ed Cost Auditors. Your Company has appointed M/s. N.I. Mehta & Co., a fi rm of Cost Auditors for conducting the audit of such records for the fi nancial year 2009-10.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member, who is interested in obtaining such particulars about employees may write to the Company Secretary at Registered Offi ce of the Company.

For and on behalf of the Board of Directors

R. A. Shah G. M. Singhvi

Directors

Place : Mumbai Date : May 03, 2010