Directors Report of Gupta Synthetics Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty first Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2015.

PARTICULARS

As at 31-03-2014 (Rs.in Lacs)

Sales & Other Incomes 9203.38

Gross Profit before Interest (865.62) & Depreciation

Less : Interest 1694.18

Depreciation 863.09 2557.27

Profit / (Loss) before Tax (3422.88)

Less : Provision for Current Tax 0.00

Add Provision for Deferred Tax 131.39 131.39

Provision for Fringe Benefit Tax 0.00

Profit / (Loss) after Taxation (3291.49)

Less : Adjustments of earlier years 9.09

(3300.58)

Add : Surplus brought forward from (10570.12) previous years

Balance carried to Balance Sheet (13870.70)

As at 31-03-2015 (Rs.in Lacs)

Sales & Other Incomes 7305.45

Gross Profit before Interest (916.43) & Depreciation

Less : Interest 1850.65

Depreciation 664.70 2515.35

Profit / (Loss) before Tax 3431.78

Less : Provision for Current Tax 0.00

Add Provision for Deferred Tax 34.44

Provision for Fringe Benefit Tax 0.00 34.44

Profit / (Loss) after Taxation (3397.34)

Less : Adjustments of earlier years (18.96)

(3416.30)

Add : Surplus brought forward from (7153.82) previous years

Balance carried to Balance Sheet (10570.12)

DIVIDEND

Due to the loss incurred by the Company during the year 2014- 2015 no dividend is recommended for the payment on the Equity Share capital.

MATERIAL CHANGES

The Company has received notices under section 13 (4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from IDBI Bank Ltd , ING Vysya Bank Ltd and State Bank of India Ltd. And above banks have taken the symbolic possession of the factory of the Company..

Status of Sick Company was abated on the 01st Day of July, 2015 by Board of BIFR, New Delhi.

DEPOSITS :

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies ( Acceptance of Deposits) Rules, 2014.

RESERVES

In view of Loss, your Board of Directors do not appropriate any amount to be transferred to General Reserves during the year under review.

INSURANCE

The Company has adequately covered all assets against all risks.

CORPORATE SOCIAL RESPONSIBILITY

Due to Loss incurred by the Company during the year 2014-15, your directors regret their inability to recommend any amount for Corporate Social Responsibility.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The turnover of the Company during the year increase by 25.98 % at 9203.38 Lacs as compared to Rs 7305.45 Lacs for the corresponding year ended 31st March, 2015. The profit before Interest and Depreciation worked out to Rs. (865.62) Lacs as against Loss of Rs. (916.43) Lacs for the year ended 31st March, 2014. The net profit/(Loss) derived by the Company is Rs. (3300.58) Lacs. Due to non profitability in manufacturing of Partially Oriented Yarn the Company has temporary decided to stop the production of POY and concentrate only Nylon filament yarn.

STATEMENT FOR IMPROVEMENT/ DEPRESSED RESULT

The management's discussion and analysis report, as required under corporate governance, forming part of report, is reflection of the current state of business. It is also deals with the opportunities and threats faced by your Company. They also discussed to make improvement in the business of the Company.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company have not any Subsidiary or joint venture or Associates Company

APPOINTMENT OF STATUTORY AUDITORS AND AUDITORS REPORT

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The qualification /adverse remarks in the Auditors Report are self explanatory and in opinion of the Board do not call for any clarification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT AND ANY OTHER AUTHORITY

Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statement

SHARE CAPITAL

The paid up share capital of the company is Rs. 7, 35, 27,000/ is Equity Share Capital and Rs. 15.00 00 000/ is Preference Share Capital

Your Company has not issue any kind of Share During the financial year ending on 31st March, 2015

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no MGT- 9 shall forming a part of the Board report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars prescribed by the companies under the provisions of the section 134(3) of the Companies Act, 2013 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished below:

A. CONSERVATION OF ENERGY

I) The step taken or impact on conservation of energy Nil

II) The Steps taken by the Company for utilization alternate source of energy: Nil

III) The capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

I) the efforts made towards technology absorption : Not applicable

II) the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

III) In case of imported technology ( imported during the last three years reckoned from the beginning of the financial year)

a. the details of technology imported : Not applicable

b. the year of import : Not applicable

c. whether the technology been fully absorbed : Not applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof; : Not applicable

IV) The expenditure incurred on research and development : Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned ( actual inflows during the year) Nil Foreign Exchange outgo ( actual outflows) Nil

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 124 of the Companies Act, 2013, your company has transferred Rs. 125624/ to Investor Education and protection Fund on 12th December, 2014 as it was Un claimed & Unpaid Dividend since last seven years and form no 1 INV was already uploaded.

DIRECTORS :

Mrs Meenu Maheshwari, (DIN : 07113136) Additional Director, appointment has been made during the Financial year 2014- 15

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and Particulars of Association of the Company, Shri Prakash Gupta (DIN : 00010358) will retire by rotation at the ensuring Annual general meeting of the Company and being eligible, offers him self for re- appointment. The Board recommends his appointment

CESSATION

No director has resign from the Directorship of the Company Declaration by an independent director(s) and reappointment, if any

A declaration by an independent Directors that they meet the criteria of independence as provided in sub section (7) of Section 149 of the Companies Act, 2013 has been received and took the note of the same.

FORMAL ANNUAL EVALUATION

The Nomination and Committee of the Board has formulated a performance Evaluation framework, under which the committee has identified the criteria upon which the committee has identified the criteria upon which every director shall be evaluated. The policy also provides the manner in which the Directors, as a collective unit in the form of Board committee and the Board function and perform

DETAILS OF BOARD MEETING

During the year. Six Board Meeting were held on May14, 2014, August 12,2014, September 30, 2014, November 14, 2014, February 14, 2015 and March 23, 2015. The intervening gap between the meeting was within the period prescribed under the Companies Act, 2013 for the details of Audit committee meeting please refer report on Corporate Governance of this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promoters ethical behaviour in all its business activities and has put in implementation of a mechanism wherein in Employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company's codes of conduct or Corporate Governance policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance officer. The Whistle Blower policy has been appropriately communicated within the Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 The details of the investments made by the company is given in the financial statement

MANAGERIAL REMUNERATION

Your company has not paid any remuneration to any director or managing Director of the Company.

Your Company have not any employees, who was in receipt of remuneration in excess of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

SECRETARIAL AUDIT

A Secretarial Audit Report given by M/s K. Dalal & Co, a Company Secretary in practice shall be annexed with the report.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in clause 49 of the Listing agreement shall be annexed with the report.

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate section entitled Corporate Governance and the Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance has been included in this Annual Report

RISK MANAGEMENT POLICY

A Statement indicating development and implementation of risk management policy for the Company including therein of elements of risk, if any which in the opinion of the Board may threaten the existence.

The Board of Directors has duly developed and implemented a risk management policy for the Company.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board Members and for Senior Management and Employees of the Company ( Code).All the Board Members and Senior Management personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Director which is a guide to professional conduct for Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub section (3) of section 134 of the Companies Act, 2013

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

(ii) The directors had selected accounting policies and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) The directors had taken proper and sufficient care has been taken 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

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

(v) The Company has received notices under section 13 (4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from IDBI Bank Ltd , ING Vysya Bank Ltd and State Bank of India Ltd. And above banks have taken the symbolic possession of the factory of the Company.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL ACT,2013

The Company has been employing about one women employee. The Company has in place an Anti harassment policy in line with the requirement of Sexual harassment of women at workplace( Prevention, prohibition and Redressal ) Act, 2013 Internal Complaint committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no compliant received from employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. report to the Chairman

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

lour Directors also wish to express their thanks for the services rendered by the Company's employees at all

FOR AND ON BEHALF OF THE BOARD

Place : Surat Sd/- Date : 14.08.2015 CHAIRMAN

---

Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present the Thirtieth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2014.

PARTICULARS As at As at 31-03-2014 31-03-2013 (Rs in Lacs) (Rs in Lacs)

Sales & Other Incomes 7305.45 13442.44

Gross Profit before Interest (916.43) (653.24) & Depreciation

Less : Interest 1850.65 1881.16

Depreciation 664.70 2515.35 664.90 2423.38

Profit / (Loss) before Tax (3431.78) (3199.30)

Less : Provision for Current Tax 0.00

Add Provision for Deferred Tax 34.44 4.44 6.70

Provision for Fringe Benefit Tax 0.00 06.70

Profit / (Loss) after Taxation (3397.34) (3192.60)

Less : Adjustments of earlier years (18.96) (6.70)

(3416.30) (3199.30)

Add : Surplus brought forward from (7153.82) (3954.52) previous years

Balance carried to Balance Sheet (10570.12) (7153.82)

PERFORMANCE DURING THE YEAR

The turnover of the Company during the year decrease by 45.65 % at 7305.45 Lacs as compared to '' 13442.44 Lacs for the corresponding year ended 31st March, 2013. The profit/(loss) before Interest and Depreciation worked out to '' (916.43) Lacs as against Loss of ''(653.24) Lacs for the year ended 31st March, 2013. The net profit/(Loss) derived by the Company is '' (3416.30) Lacs. Due to non profitability in manufacturing of Partially Oriented Yarn the Company has temporary decided to stop the production of POY and concentrate only Naylon filament yarn.

DECLARATION/ORDER OF THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) DECLARING COMPANY AS "SICK COMPANY" UNDER SICA

At present the Company is a Sick Company as Declared in the hearing held on 29th May, 2013 the Hon''ble Board has declared the Company as SICK COMPANY pursuant to Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act ,1985 and also give various directions for the rehabilitation of the Company and appointed IDBI Bank as operating agency for revival of the Company. The Company has submitted the draft rehabilitation scheme with the Hon''ble Board for Industrial and Financial Reconstruction on 24th February, 2014 for its review and approval and also submitted with Operating agency IDBI Bank of 21st February, 2014. The next hearing will be schedual to be held on 14* Day of October, 2014 at Office of the Board for Industrial and Financial Reconstruction, New Delhi.

MATERIAL CHANGES AFTER THE END OF FINANCIAL YEAR.

Pursuant to section 217(1)(d) of the Companies Act, 1956 we give below the material changes

(I) The Company has received notices under section 13 (2) of the Securatisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from IDBI Bank Ltd , ING Vysya Bank Ltd and State Bank of India Ltd. In response to the above notices the Company has submitted satisfactory reply to the said banks in statutory time period.

(II) The company has received a letter from Oriental Bank of Commerce, Assets Recovery Management Branch, Mumbai vide letter no CN/5501/Gupta/ 2164/ 2014 dated 01.04.2014 , informing the company that the debt of the company''s bank account assigned to M/s Edelweiss Asset Reconstruction Company Ltd, Mumbai.

DIVIDEND

Due to the loss incurred by the Company during the year 2013- 2014 no dividend is recommended for the payment on the Equity Share capital.

FIXED DEPOSITS :

The Company has not accepted any deposit falling within the purview of the provisions of the Companies ( Acceptance of Deposit )Rules, 1975.

DIRECTORS :

In accordance with Article 145 of the Articles of Association of the Company, Shri Mohan N. Gupta retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

APPOINTMENT OF STATUTORY AUDITORS AND AUDITORS REPORT

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re-appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The qualification /adverse remarks in the Auditors Report are self explanatory and in openion of the Board do not call for any clarification.

ASSEMENT OF FIRE

The fire broke out in the finished goods godown in the factory premises in the mid night of 29th June, 2008 and major loss occurred. The New india Assurance co has repudiate our fire claim vide its letter dated 09 th December, 2009 and in that response and to protest the repudation of our genuine claim the company has approached and submited the petition with National Consumer Dispute Redressal Commission, New Delhi.on 08th December, 2010. Now the matter is in the adjudication stage.

APPOINTMENT OF STATUTORY AUDITORS :

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai.

PARTICULARS OF EMPLOYEES :

Particulars required by the provisions of Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS & OUTGO :

The particulars prescribed by the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished in the annexure to this Report.

INSURANCE :

The Company has made necessary arrangements for adequately insuring its insurable interests in various properties. DIRECTOR''S RESPONSIBILITY STATEMENT.

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state :

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) that proper and sufficient care has been taken 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

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT

your Company has complied with the Corporate Governance guidelines as per Clause 49 of the Listing Agreement with the Stock Exchange.

A report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated have been attached by way of separate Section as part of this Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

Your Directors also wish to express their thanks for the services rendered by the Company''s employees at all levels.

FOR AND ON BEHALF OF THE BOARD

Place : Surat Sd/- Date : 12.08.2014 CHAIRMAN

---

Mar 31, 2013

To, THE MEMBERS,

The Directors are pleased to present the Twenty Nineth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2013.

PARTICULARS As at 31-03-2013 As at 31-03-2012 (Rs. in Lacs) (Rs.in Lacs)

Sales & Other Incomes 13442.44 36789.79

Gross Profit before Interest & Depreciation (653.24) 693.03

Less : Interest 1881.16 1752.21

Depreciation 664.90 2546.06 671.17 2423.38

Profit / (Loss) before Tax (3199.30) (1730.35)

Less : Provision for Current Tax 0.00 0.00

Add Provision for Deferred Tax 6.70 24.51

Provision for Fringe Benefit Tax 0.00 6.70 0.00 (24.51)

Profit / (Loss) after Taxation 3192.60 (1754.86)

Less : Adjustments of earlier years (6.70) (0.00)

(3199.30) (1754.86)

Add : Surplus brought forward from previous years (3954.52) (2199.66)

Balance carried to Balance Sheet (7153.82) (3954.52)



performance during the year

The turnover of the Company during the year decrease by 63.46 % at Rs. 13342.44 Lacs as compared to Rs 36789.79 Lacs for the corresponding year ended 31st March, 2013. The profit before Interest and Depreciation worked out to Rs. (653.24) Lacs as against Profit of Rs. 693.03 Lacs for the year ended 31st March, 2012. The net profit/(Loss) derived by the Company is Rs. (3199.30) Lacs. Due to non profitability in manufacturing of Partially Oriented Yarn the Company has temporary decided to stop the production of POY and concentrate only Naylon filament yarn.

DECLARATION/ORDER OF THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) DECLARING COMPANY AS "SICK COMPANY" UNDER SICA

In view of the accumulated losses exceeding entire net worth of the Company as on 31.03.2012 and pursuant to compliance of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, the Board of Directors of the Company has made the reference to Board for Industrial And Financial Reconstruction (BIFR) vide its letter dated 18th April, 2012.and the reference was registered by the Hon''ble Board on 30th April, 2012. During the last year various hearings were made for determination of sickness. In the hearing held on 29th May, 2013 the Hon''ble Board has declared the Company as SICK COMPANY pursuant to Section 3(1)(o) of the Sick Industrial Companies ( Special Provisions ) Act ,1985 and also give various directions for the rehabilitation of the company and appointed IDBI Bank as operating agency for the same.

DIVIDEND

Due to the loss incurred by the Company during the year 2012- 2013 no dividend is recommended for the payment on the Equity Share capital.

FIXED DEPOSITS :

The Company has not accepted any deposit falling within the purview of the provisions of the Companies ( Acceptance of Deposit )Rules, 1975.

DIRECTORS :

In accordance with Article 145 of the Articles of Association of the Company, Shri Anil Kumar Singhal retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

APPOINTMENT OF STATUTORY AUDITORS :

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re- appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

ASSEMENT OF FIRE

The fire broke out in the finished goods godown in the factory premises in the mid night of 29th June, 2008 and major loss occurred. The New india Assurance co has repudiate our fire claim vide its letter dated 09th December, 2009 and in that response and to protest the repudation of our genuine claim the company has approached and submited the petition with National Consumer Dispute Redressal Commission, New Delhi.on 08th December, 2010. Now the matter is in the adjudication stage.

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai.

PARTICULARS OF EMPLOYEES :

Particulars required by the provisions of Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS & OUTGO :

The particulars prescribed by the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished in the annexure to this Report.

INSURANCE :

The Company has made necessary arrangements for adequately insuring its insurable interests in various properties.

DIRECTOR''S RESPONSIBILITY STATEMENT.

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state :

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) that proper and sufficient care has been taken 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

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT

your Company has complied with the Corporate Governance guidelines as per Clause 49 of the Listing Agreement with the Stock Exchange.

A report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated have been attached by way of separate Section as part of this Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

Your Directors also wish to express their thanks for the services rendered by the Company''s employees at all levels.



FOR AND ON BEHALF OF THE BOARD

Place : Surat Sd/-

Date : 12.08.2013 CHAIRMAN

---

Mar 31, 2012

The Directors are pleased to present the Twenty Eighth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2012.

PARTICULARS As at 31-03-2012 As at 31-03-2011 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Incomes 36789.79 35973.12

Gross Profit before Interest & Depreciation 693.03 1933.46

Less : Interest 1752.21 1978.00

Depreciation 671.17 2423.38 661.67 2639.67

Profit / (Loss) before Tax (1730.35) (706.21)

Less : Provision for Current Tax 0.00 0.00

Provision for Deferred Tax 24.51 89.32

Provision for Fringe Benefit Tax 0.00 (24.51) 0.00 (89.32)

Profit / (Loss) after Taxation (1754.86) (795.53)

Add : Adjustments of earlier years 0.00 (9.20)

(1754.86) (804.73)

Add : Surplus brought forward from previous years (2199.66) (1394.93)

Balance carried to Balance Sheet (3954.52) (2199.66)

PERFORMANCE DURING THE YEAR :

The turnover of the Company during the year increase by 2.27 % at Rs. 36789.79 Lacs as compared to Rs. 35973.12 Lacs for the corresponding year ended 31st March, 2011. The profit before Interest and Depreciation worked out to Rs. 693.03 Lacs as against Profit of Rs. 1933.46 Lacs for the year ended 31st March, 2011. The net profit/(Loss) derived by the Company is Rs. (1754.86) Lacs.

Your Company has undergone continuous losses due to abnormal increase in the price of crude oil, Power cost and adverse market conditions, beyond the control of the management. As reported earlier, the Techno -Economic Viability Study conducted /Completed in the month of November 2011 and the same has endorsed the long term viability of the Company and our management expect the support of all bankers of the Company for the implementation of the scheme for the interest of all stake holders of the Company.

REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) UNDER SICA :

In view of the accumulated losses exceeding the entire net worth of the Company as on 31.03.2012 and pursuant to compliance of Section 15 of the Sick Industrial (Special Provision) Act. 1985, reference has been filed with the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) which reference has been registered vide letter no 3(G-3)/BC/ 2012 dated 30th April, 2012.

DIVIDEND:

Due to the loss incurred by the Company during the year 2011- 2012 no dividend is recommended for the payment on the Equity Share capital.

FIXED DEPOSITS :

The Company has not accepted any deposit falling within the purview of the provisions of the Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS :

In accordance with Article 145 of the Articles of Association of the Company, Shri Mohan N Gupta retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

APPOINTMENT OF STATUTORY AUDITORS :

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re-appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

INSURANCE:

The Company has made necessary arrangements for adequately insuring its insurable interests in various properties.

ASSESSMENT OF FIRE :

The fire broke out in the finished goods godown in the factory premises in the mid night of 29th June, 2008 and major loss occurred. The New india Assurance co has repudiated our fire claim vide its letter dated 09th December, 2009 and in that response and to protest the repudation of our genuine claim the company has approached and submitted the petition with National Consumer Dispute Redressal Commission , New Delhi.on 08th December, 2010 and next hearing has been fixed on 01st August, 2012.

PARTICULARS OF EMPLOYEES :

Particulars required by the provisions of Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS & OUTGO :

The particulars prescribed by the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished in the annexure to this Report.

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai. DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state :

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state&t affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

(iii) that proper and sufficient care has been taken 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

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT :

your Company has complied with the Corporate Governance guidelines as per Clause 49 of the Listing Agreement with the Stock Exchange.

A report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated have been attached by way of separate Section as part of this Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

Your Directors also wish to express their thanks for the services rendered by the Company's employees at all levels.

For and on behalf of the Board

Date : 05.06.2012 Sd/-

Place : Surat Chairman

---

Mar 31, 2011

The Directors are pleased to present the Twenty Seventh Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2011.

PARTICULARS As at 31-03-2011 As at 31-03-2010 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Incomes 35973.12 34907.80

Gross Profit before Interest & Depreciation 1884.20 1348.05

Less : Interest 1928.74 1241.54

Depreciation 661.67 2890.42 629.25 1870.79

Profit / (Loss) before Tax (706.21) (522.74)

Less : Provision for Current Tax 0.00 0.00

Provision for Deferred Tax 89.23 94.98

Provision for Fringe Benefit Tax 0.00 (89.32) 5.20 (94.98)

Profit / (Loss) after Taxation (795.53) (617.72)

Add : Adjustments of earlier years (9.20) 235.18 (804.73) (852.90)

Add : Surplus brought forward from previous years (1394.93) (542.03)

Balance carried to Balance Sheet (2199.66) (1394.93)

PERFORMANCE AND FUTURE PLAN

The turnover of the Company during the year increase by 01.66 % at 35058.48 Lacs as compared to Rs 34485.69 Lacs for the corresponding year ended 31st March, 2011. The profit before Interest and Depreciation worked out to Rs. 1884.20 Lacs as against Profit of Rs 1348.05 Lacs for the year ended 31st March, 2010. The net profit/(Loss) derived by the Company is Rs (804.73) Lacs.

Your Company has undergone continuous losses due to lower EBIDTA as a result of the various reasons beyond the control of management. As such the bankers have asked for Techno Economic Viability of the Company. The TEV Study along with installation of balancing machineirs for the long term viability of the Company is in progress and our management expect the support of all bankers at CDR forum for implementing the scheme for the interest of all the stakeholders of the Company.

DIVIDEND

Due to the loss incurred by the Company during the year 2010- 2011 no dividend is recommended for the payment on the Equity Share capital.

FIXED DEPOSITS :

The Company has not accepted any deposit falling within the purview of the provisions of the Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS :

In accordance with Article 145 of the Articles of Association of the Company, Shri Prakash N Gupta retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Shri Shyam Sunder Gupta has resigned as a Director from the Board of Directors of Company w.e.f. 19th April, 2010.

APPOINTMENT OF STATUTORY AUDITORS :

Statutory Auditors of the Company M/s.R.R.Patchigar & Co., Chartered Accountants of Surat will retire at the conclusion of the ensuing Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re-appointment from the end of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

ASSESSMENT OF FIRE

The fire broke out in the finished goods godown in the factory premises in the mid night of 29th June, 2008 and major loss occurred. The New India Assurance co has repudiated our fire claim vide its letter dated 09th December, 2009 and in that response and to protest the repudation of our genuine claim the Company has approached and submitted the petition with National Consumer Dispute Redressal Commission, New Delhi on 08th December, 2010 and the matter is in progress.

The Members of the Board has also discussed unanimously on account of fire that had taken place in the finished goods godown and the company suffered substantial loss as a result of destruction of certain finished stock altogether and damage to certain finished stock where the salvage value would be nominal. Accordingly, the Company has worked out such loss at Rs. 20.52 Crores. The matter was discussed and decided that the valuation of closing stock may be reduced accordingly.

The members of the Board has also took the note of the proceedings in respect of insurance claim made and rejected and eventual admission of the company's complaint by the National Consumer Disputes Redressal commission New Delhi and accordingly has taken cognizance of the insurance claim and to pass appropriate entries in the Books of Accounts of the Company.

PARTICULARS OF EMPLOYEES :

Particulars required by the provisions of Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai..

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS & OUTGO:

The particulars prescribed by the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished in the annexure to this Report.

INSURANCE:

The Company has made necessary arrangements for adequately insuring its insurable interests in various properties. DIRECTOR'S RESPONSIBILITY STATEMENT.

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state :

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) that proper and sufficient care has been taken 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

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT

As mentioned in the Last year report in respect of the Corporate Governance, your Company has complied with the Corporate Governance guidelines as per Clause 49 of the Listing Agreement with the Stock Exchange. A report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated have been attached by way of separate Section as part of this Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra 8i Nagar Haveli), Buyers, Suppliers and Share Holders for their continued support.

Your Directors also wish to express their thanks for the services rendered by the Company's employees at all levels.

For and on behalf of the Board

Date : 02.11.2011 Sd/-

Place : Surat Chairman

---

Mar 31, 2010

The Directors are pleased to present the Twenty Sixth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2010.

PARTICULARS As at 31-03-2010 As at 31-03-2009 (?. in Lacs) (?. in Lacs)

Sales & Other Incomes 34907.80 23926.62

Gross Profit before Interest & Depreciation 1348.05 917.28

Less: Interest 1241.54 2037.11

Depreciation 629.25 1870.79 593.71 2630.82

Profit / (Loss) before Tax (522.74) (1713.54)

Less: Provision for Current Tax 0.00 0.00

Provision for Deferred Tax 94.98 136.31

Provision fbr Fringe Benefit Tax 0.00 (94.98) 5.20 141.51

Profit / (Loss) after Taxation (617.72) (1855.05)

Add : Adjustments of earlier years 235.18 00.00

(852.90) (1855.05)

Add : Surplus brought forward from previous years (542.03) 1313.02

Balance carried to Balance Sheet (1394.93) (542.03)

PERFORMANCE DURING THE YEAR :

The turnover of the Company during the year increased by 44.47 % at ? 34485.69 Lacs as compared to ? 23869.99 Lacs for the corresponding year ended 31st March, 2010. The Profit before Interest and Depreciation worked out to ? 1348.05 Lacs as against Profit of ? 917.28 Lacs for the year ended 31st March, 2009. The net profit/(Loss) derived by the Company is ? (852.90) Lacs.

EXPANSION / NEW PROJECT :

After successful implementation of POY plant, FDY plant and other product your company has undertaken the increasing of production capacity by installing the new machineries of Nylon Filament yarn and also for partially oriented yarn along with the other product for that the Company is planning for GDR Issue and other convertible options.

DIVIDEND :

Due to the loss incurred by the Company during the year 2009- 2010 no dividend is recommended for the payment on the Equity Share capital.

FIXED DEPOSITS :

The Company has not accepted any deposit falling within the purview of the provisions of the Companies ( Acceptance of Deposit )Rules, 1975.

DIRECTORS :

In accordance with Article 145 of the Articles of Association of the CompanV, Shri Pramod Kumar Tiwari retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

APPOINTMENT OF STATUTORY AUDITORS :

Statutory Auditors of the Company M/s.R.R.Patchigar & Co. Chartered Accountant of Surat will retire at the conclusion of the ensuring Annual General Meeting from the office of the Statutory Auditors and being eligible offer themselves for re-appointment from the end of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

PARTICULARS OF EMPLOYEES :

Particulars required by the provisions of Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended have not been provided since no employee is drawing remuneration in excess of prescribed limits as per above provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS & OUTGO :

The particulars prescribed by the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as to conservation of energy, Technology absorption, Foreign Exchange Earnings and outgo are furnished in the annexure to this Report.

LISTING ON STOCK EXCHANGE :

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), Mumbai. The procedure for delisting of shares of the Company from Ahmedabad Stock Exchange, Vadodara Stock Exchange and Delhi Stock Exchange is ongoing as on the date of preparation of this report.

INSURANCE :

The Company has made necessary arrangements for adequately insuring its insurable interests in various properties.

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state :

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

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the Company for the period.

(iii) that proper and sufficient care has been taken 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

(iv) that the annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE REPORT :

As mentioned in the last year report in respect of the Corporate Governance, your Company has complied with the Corporate Governance guidelines as per Clause 49 of the Listing Agreement with the Stock Exchange. A report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance guidelines as stipulated have been attached by way of separate Section as part of this Annual Report. ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere thanks for the support and co-operation extended by the Financial Institution, Commercial Banks, Government of India, Government of Gujarat, Government of Union Territory of Silvassa (Dadra & Nagar Haveli) Buyers, Suppliers and Share Holders for their continued support.

Your Directors also wish to express their thanks for the services rendered by the Companys employees at all levels.

For and on behalf of the Board

Date : 14.08.2010 Place : Surat Chairman