Directors Report of Hanjer Fibres Ltd.

Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS

(F.s.in Lacs)

2011-2012 2010-11

Sales & Other Income 0.18 6.15

Loss Before Depreciation & Tax -56.93 -99.84

Depreciation 139.02 139.02

Loss before Current Tax -195.95 -238.86

Prior year adjustments 0.24 0.00

Provision for Current Tax 0.00 0.00

Loss after Tax -195.71 -238.86

Provison for Deferred Tax 0.00 0.00

Net Loss -195.71 -238.86

Balance of Profit ofPrevious Yea- -2668.90 -2430.04

Balance -2864.61 -2668.90



APPROPRIATIONS

Surplus to Balance Sheet -2864.61 -2668.90

2. OPERATIONS

During the year under review Company's plant remained closed due to non viability of the Unit. The Company has not done any business activities (Last year turnover Rs.NIL). The Company has incurred loss of Rs 195.71 lacs after providing for tax as against loss of Rs. 238.86 lacs in the previous year.

3. DIVIDEND

In view of the losses your Directors are unable to recommend any dividend for the year ended 3 T' March, 2012.

4. FIXED DEPOSITS

The Company has not accepted any Public Deposit during the year nor there any deposit outstanding for repayment.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information as required under Section 217(I )(e) of the Companies Act, 1956 read with the Compianies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to the Report.

6. DIRECTORS

Sliri Gajanan Salunke Director retire by rotation at the ensuing Annua! General Meeting and being eligible, offer himself for reappointment

7. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state

a. that in the preparation of the annual accounts for the year ended 31.03.2012, the applicable accounting standards had been followed along with proper explanation relating to material departures; '

b. that while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied 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 financial results of the company for the year ended on 31-03-2012.

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts for the year ended on 31.03.2012 on a going concern basis.

8. LISTING ON STOCK EXCHANGE

Due to non-compliance with the provisions of the Listing Agreement by the Company trading in equity shares of the Company suspended by Bombay Stock Exchange w.e.f. 19/12/201 I, and after compliance of all requirements, Company has received In-Principle Approval for revocation of suspension in trading of equity shares of the Company. The Company's Shares are listed with the Mumbai Stock Exchange, Alrnedabad Stock Exchange, Vadodara Stock Exchange and Delhi Stock Exchange.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along witii Auditors' Certificate on its compliance.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The Company's plants remained closed during tne year under review due to non viability of the unit. The Company has not done any trading activities during the year under review.

Business of the Company

During the year Company has not done any business activity. However, the Company is mainly engaged in the business of manufacturing Coarse Count Cotton Yarn and The Company has presently discontinued its business activities due tc non viability of the unit.

Industry Structure and Developments

India has the unique distinction of possessing all possible varieties of cotton. India is able to offer a wide variety of cotton textiles since she is, perhaps, the producer of largest range of cottons in the world. Besides being one of the four biggest producers of raw cotton in the World. In between, there are all staple lengths and micromere values. And of course India has consumers with all kinds of incomes. The production of raw cctton in India has grown steadily.

over the years. However due to export of raw cotton post WTO 2005 the present product mix is unviable. '

Business Outlook

The product mix became a major problem as due to exports of short and medium staple cotton leading to major competition from China due to which the end products made out of short and medium staple cotton fibre became highly competitive in price hence unviable. Hence, turnaround can be expected only after forward integration and modification of product mix.

Risks and Concerns

The Company's expectations and estimates may vary and the same are dependent on factors like monsoons, general economical conditions, terrorists attacks etc. affecting market sentimerts in addition, the government policies and tax implications.

Audit Committee & Internal Control System

The Audit Committee appointed under the Board of Directors reviews the adequacy and effectiveness of the internal control systems and suggests improvement for strengthening them, from time to time. The company has instituted adequate internal control procedure commensurate with the nature of its business size of its operations. Regular internal Audits and checks ensure that responsibilities are executed effectively.

Human Resources

The Company's industrial relations were cordtal.

Cautionary Statement

Estimates and expectations stated in this Management Discussion and Analysis may be "forward-looking statement" within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied.

11. PARTICULARS OF EMPLOYEES:

During the year under review there was no employee in respect of whom disclosure is required to be made as per provisions of Section 2I7(2A'' of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

12. AUDITORS' REPORT:

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and need no further explanation.

13. AUDITORS:

The Auditors M/s. S.M. Bliat & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting. M/s. S.M. Bhat & Associates, Chartered Accountants have informed the Company that, if appointed, their appointment will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Accordingly, the Shareholders approval is being sought to their appointment as the Auditors of the Company at the Annual General Meeting.

14. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and spirit of dedication shown by the employees of the Company during the year under review. The Directors also take this opportunity to express their sinceie thanks for the assistance, co-operation and support extended to your company by the bankers and financial institutions.

By Order of the Board

Dr. Mohd. Irfan Yurniturewala

Chairman & Managing Director

Mumbai, date: 31st May, 2012

Registered Office:

335, Shalimar House,

Grant Road,

Mumbai 400 007

---

Mar 31, 2011

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

Rs in Lacs 2010-11 2009-10

Sales & Other Income 0.00 0.00

Loss before -99.84 -783.64

Depreciation & Tax

Depreciation 139.03 139.03

Loss before Current -238.86 -922.67

Tax

Prior year adjustment 0.00 0.00

Provision for current 0 0

tax

Los after tax -238.86 -922.67

Provision for deferred 0 0

tax

Net loss -238.86 -922.67

Balance of Profit Of -2430.05 -1507.38

Previous year

Balance -2668.91 -2430.05

APPROPRIATIONS

Surplus to Balance -2668.91 -2430.05

Sheet

2. OPERATIONS:

During the year under review Company's plant remained closed due to non viability of the Unit. The Company has not done any business activities (Last year turnover Rs.NIL). The Company has incurred loss of Rs 238.86 lacs after providing for tax as against loss of Rs. 922.67 lacs in the previous year.

3. DIVIDEND

In view of the losses your Directors are unable to recommend any dividend for the year ended 31st March, 2011.

6. FIXED DEPOSITS:

The Company has not accepted any Public Deposit during the year nor there any deposit outstanding for repayment.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to the Report.

8. DIRECTORS:

Shri Gajanan Salunke Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment

9. DIRECTORS RESPONSIBILITY STATEMENT: Your Directors state

a. that in the preparation of the annual accounts for the year ended 31.03.2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied 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 financial results of the company for the year ended on 31-03-2011.

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts for the year ended on 31.03.2011 on a going concern basis.

10. LISTING ON STOCK EXCHANGE:

The Company's Shares are listed with the Mumbai Stock Exchange, Ahmedabad Stock Exchange, Vadodara Stock Exchange and Delhi Stock Exchange.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditors' Certificate on its compliance.

12. MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The Company's plants remained closed during the year under review due to non viability of the unit. The Company has not done any trading activities during the year under review.

Business of the Company

The Company is mainly engaged in the business of manufacturing Coarse Count Cotton Yarn and was produces coarse cotton yarn of 4's to 20's counts for various applications like tapes, canvas, industrial sheeting's, Denim, Drills, Hosepipes, Braids and Twills. The Company has presently discontinued its business activities due to non viability of the unit.

Industry Structure and Developments:

India has the unique distinction of possessing all possible varieties of cotton. India is able to offer a wide variety of cotton textiles since she is, perhaps, the producer of largest range of cottons in the world. Besides being one of the four biggest producers of raw cotton in the World. In between, there are all staple lengths and micromere values. And of course India has consumers with all kinds of incomes. The production of raw cotton in India has grown steadily over the years. However due to export of raw cotton post WTO 2005 the present product mix is unviable.

Business Outlook

Post Quota regime effective from 01/01/2005 the product mix became a major problem as due to exports of short and medium staple cotton leading to major competition from China due to which the end products made out of short and medium staple cotton fiber became highly competitive in price hence unviable. Hence, turnaround can be expected only after forward integration and modification of product mix.

Risks and Concerns

The Company's expectations and estimates may vary and the same are dependent on factors like monsoons, general economical conditions, terrorists attacks etc. affecting market sentiments in addition, the government policies and tax implications.

Audit Committee & Internal Control System

The Audit Committee appointed under the Board of Directors reviews the adequacy and effectiveness of the internal control systems and suggests improvement for strengthening them, from time to time. The company has instituted adequate internal control procedure commensurate with the nature of its business size of its operations. Regular internal Audits and checks ensure that responsibilities are executed effectively.

Human Resources

The Company's industrial relations were cordial.

Cautionary Statement

Estimates and expectations stated in this Management Discussion and Analysis may be "forward-looking statement" within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied.

13. PARTICULARS OF EMPLOYEES:

During the year under review there was no employee in respect of whom disclosure is required to be made as per provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

14. AUDITORS' REPORT:

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and need no further explanation.

15. AUDITORS:

The Auditors M/s. S.M. Bhat & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting. M/s. S.M. Bhat & Associates, Chartered Accountants have informed the Company that, if appointed, their appointment will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Accordingly, the Shareholders' approval is being sought to their appointment as the Auditors of the Company at the Annual General Meeting.

16. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and spirit of dedication shown by the employees of the Company during the year under review. The Directors also take this opportunity to express their sincere thanks for the assistance, co-operation and support extended to your company by the bankers and financial institutions.

By Order of the Board

Sd/-

Dr. Irfan Furniturewala

Chairman & Managing Director

Mumbai, date: 31st May, 2011

Registered Office:

335, Shalimar House,

Grant Road,

Mumbai 400 007

---

Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

(Rs.in Lacs) 2009-2010 2008-2009

Sales & Other Income 0.00 306.90

Loss Before Depreciation & Tax -783.64 -103.85

Depreciation 139.03 139.89

Loss before Current Tax -922.67 -243.74

Prior year adjustments 0.00 0.79

Provision for Current Tax 0 0

Loss after Tax -922.67 -244.53

Provision for FBT 0 0.44

Provison for Deferred Tax 0 0

Net Loss -922.67 -244.97

Balance of Profit of Previous Year -1507.38 -1262.41

Balance -2430.05 -1507.38

2. OPERATIONS:

During the year under review Companys plant remained closed due to non viability of the Unit. The Company has not done any business activities (Last year turnover Rs.297.26 lacs). The Company has incurred loss of Rs 922.67 lacs after providing for tax as against loss of Rs. 244.97 lacs in the previous year.

3. DIVIDEND

In view of the losses your Directors are unable to recommend any dividend for the year ended 31st March, 2010.

6. FIXED DEPOSITS:

The Company has not accepted any Public Deposit during the year nor there any deposit outstanding for repayment.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to the Report.

8. DIRECTORS:

Shri Natvarlal Rana Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment

9. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state

a. that in the preparation of the annual accounts for the year ended 31.03.2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied 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 financial results of the company for the year ended on 31-03-2010.

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts for the year ended on 31.03.2010 on a going concern basis.

10. LISTING ON STOCK EXCHANGE:

The Companys Shares are listed with the Mumbai Stock Exchange, Ahmedabad Stock Exchange, Vadodara Stock Exchange and Delhi Stock Exchange. Listing fees of the Mumbai Stock Exchange have been paid for 2010 - 2011. The Members have passed necessary resolution in the earlier Annual General Meeting to voluntarily de list the shares of the Company from Ahmedabad, Vadodara and Delhi Stock Exchanges. Steps are being taken to de list the shares from the aforesaid Stock Exchanges.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditors Certificate on its compliance.

13. PARTICULARS OF EMPLOYEES:

During the year under review there was no employee in respect of whom disclosure is required to be made as per provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

14. AUDITORS REPORT:

The Notes to the Accounts referred to in the Auditors Report are self explanatory and need no further explanation.

15. AUDITORS:

The Auditors M/s. S.M. Bhat & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting. M/s. S.M. Bhat & Associates, Chartered Accountants have informed the Company that, if appointed, their appointment will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Accordingly, the Shareholders approval is being sought to their appointment as the Auditors of the Company at the Annual General Meeting.

16. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and spirit of dedication shown by the employees and officers at all levels in the progress of the Company during the year under review. The Directors also take this opportunity to express their sincere thanks for the assistance, co-operation and support extended to your company by the bankers and financial institutions.

By Order of the Board

Dr. Irfan Furniturewala

Chairman & Managing Director Mumbai, date: 31st May, 2010 Registered Office: 335, Shalimar House, Grant Road, Mumbai 400 007