Directors Report of Sumeet Industries Ltd.

Mar 31, 2025

i The Hon''ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by ”Eagle Group” : (Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on

: 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan

i as approved by the Hon’ble Court.

The financial performance of the Company ( Standalone and Consolidated ) for the financial year ended ; 31st March, 2025 is summarized below

FINANCIAL RESULTS

					(Rs. in Lakh)
	Particulars	Stand	alone	Consolidated
		2024-25	2023-24	2024-25	2023-24
	Sales & Income from operation	100337.05	98485.70	100337.05	98485.70
	Other Income	236.80	84.81	236.80	85.32
	Profit ( Loss )before Financial cost, Depreciation and Exceptional items & Tax (EBITDA)	1468.47	(3953.99)	1468.47	(3953.99)
	Interest	358.74	1.81	358.74	1.81
	Depreciation Profit/(Loss) before Exceptional and	2078.64	2390.90	2078.64	2390.9
	Extraordinary items	(968.92)	(6346.70)	(968.92)	(6346.70)
	Exceptional & Extraordinary items	17003.10	-	18928.23
	Profit/(Loss) before Tax	16034.18	(6346.70)	17959.31	(6346.70)
	Provision for Taxation	-		-
	Current tax	-		-
	Mat Credit	-		-
	Deferred Tax	(396.40)	(445.55)	(396.40)	(445.55)
	Taxation for previous year	1329.61	-	1329.61
	Profit after Tax	15100.97	(5901.15)	17026.10	(5901.15)
	Profit available for appropriation	-		-
	Dividend on Equity & Pref. Shares	-		-
	Transfer to General Reserve	15100.97	(5901.15)	17026.10	(5901.15)

OPERATIONS

i During the year under review, the Company witnessed moderate demand coupled with rising power and

| fuel and raw material & other costs that impacted the overall profitability. Despite the challenges, the

| Company ensured continuous supply of products in the markets and sales has been marginally increased by 1.88 % in comparison to the previous year.

The Company has produced 103390.423 Tons (P.Y. 103842.209 Tons) of Pet Chips/Polyester and Texturized Yarn and dispatched 102877.870 Tons ( P.Y. 103971.267 Tons) of Pet Chips / Polyester and Texturized yarns.

Income from operation (Consolidated) of the company has increased from Rs. 984.86 Crores to Rs.1003.37 Crores showing a marginal increase in sales by 1.88% in comparison to last year. The Company has incurred Consolidated Profit of Rs. 170.26 Crores ( P.Y. Loss 59.01 Crores). In the Consolidated profit an amount of Rs. 189.28 Crores was profit derived under exceptional items which includes net off of written off amount of balance remained after payment of financial obligations to Secured and Unsecured Creditors as per approved Resolution plan by Hon''ble NCLT and written off of investments made in Subsidiary company based at Singapore as the operation of the same has been discontinued there.

The company has been taken over by “ Eagle Group “ ( Successful Resolution Applicant ) , a competent management vide Hon’ble NCLT order dated 16.07.2024. We ( new management ) are reassessing our strategies in line with the larger macro picture and have been making significant changes to improve operational efficiency and to drive our growth focussed on opportunity driven strategies.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

The Board of directors do not recommended dividend for the year under review .

RESOLUTION PLAN

The Hon''ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by ”Eagle Group” (Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on

30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as approved by the Hon’ble Court. The management of the company has been taken over by “ Eagle Group.

The new management has paid all payments to Secured and Unsecured Creditors finalized as per Resolution plan in scheduled time and closed the efficacy of the same.

SHARE CAPITAL

The Company has reduced the Equity Share capital of existing public Shareholders to 52,65,136 nos. of Equity share of Rs. 10/- each. The Board has allotted the requisite number of shares in the proportionate ratio of 4 (Four ) Equity Shares of face value of Rs. 10/-each for every 77 (Seventy Seven) Equity Shares of face value of Rs. 10/- each to the equity shareholders holding shares on record date .i.e. 18.10.2024. The fractional shares has been transferred in to pool account. Existing shareholders holding shares in physical share certificates has been cancelled and extinguished as per approved plan.

The Company has allotted to Implementing Agencies (Successful Resolution Applicant) 10,00,00,000 Nos. of Equity Shares of Rs. 10/- aggregating of Rs. 100.00 Crores. The total paid up capital of the company is now Rs.105,26,51,360.00.

Accordingly, post allotment of equity shares to promoters, the capital structure of the company as on

31.03.2025 is to be as follows :-

	Type of Capital	No. of Equity shares	Face Value	Total Share Capital	Trading permission
	Authorized Capital
	1. Equity Share Capital 2. OCRPS* 3. NCRPS**	11,50,00,000 3.00. 00.000 3.00. 00.000	10/- 10/- 10/-	115,50,00,000 30.00. 00.000 30.00. 00.000
	Issued Subscribed and Paid Up Capital
	2. Equity Share Capital 2. OCRPS* 3. NCRPS**	10,52,65,136 2,80,00,000 3,00,00,000	10/- 10/- 10/-	105,26,51,360 28,00,00,000	5265136 :17.06.2025 100000000 : 21.07.2025
Note : *Optionally Convertible/Redeemable Preference Shares. OCRPS has been issued to Secured Lenders as per ; Resolution Plan ; **Non-Convertible Redeemable Preference Shares . NCRPS has been cancelled and extinguished as per Resolution Plan

TOWARDS A BETTER FUTURE

We are moving towards a new fiscal year after successful resolution of the company and I am hopeful about the Company and our resilient efforts to curb the impact of these challenging times. We are determined to recover rapidly and sustain growth, creating value for our stakeholders. We are now designing the business model of the company to drive synergy across businesses, controlling the entire : value chain while enhancing product value. As a result, we have created a low cost structure, driving

; large volumes and profitability.

SOLAR PLANT

; The company is going to setup 17 MW ( AC) Solar based Power Plant in Gujarat with project cost of

i around Rs. 70.00 Crores and for the same Stage -2 approval has been received from GETCO. On

successful commissioning of the project energy(power) cost of the company will reduce substantially.

MATERIAL CHANGES AND COMMITMENTS

: The company evaluates events and transactions that occur subsequent to the balance sheet date but

: prior to the financial statements to determine the necessity for recognition and/or reporting of any of

| these events and transactions in the financial statements.

There have not been any material changes and commitments affecting the financial position of the

i Company between the end of the financial year as on 31st March, 2025 and the date of this report, i.e.

i 05.08.2025

OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named “Sumeet Global Pte Limited” i incorporated at Singapore in the year 30.09.2012 registered with Registrar of Companies and Business,

I Singapore. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of

i India and the provisions of the Listing Agreement with Stock Exchanges, the company has prepared

Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual

Report. There were no any business activities is going on at Singapore Branch since last 3 Years. i The Board in its meeting held on 13.02.2025 decided to completely windup the operation of the subsidiary company at Singapore .

i Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial

I Statements of the subsidiary in the prescribed Form AOC-1 as Annexure:2 forms part of the Annual

Report.

EXPORTS

The company has been exploring all the possibilities for exporting its products.

FIXED DEPOSITS

: The Company has invited deposits from public in accordance with the Section 73 and 74 of the

: Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs.

396.14 Lakh during the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed in the financial year 2024-25. Total outstanding deposits after repaying on maturity i as on 31.03.2024 has been remained Rs.2,90,000.00. There were no deposits, which were claimed but i not paid by the Company as on date.

DIRECTORS

APPOINTMENT

i In compliance of the Resolution Plan which is approved by the Hon’ble NCLT under Section 31(1) of the

I IBC Code, 2016 vide order dated 16.07.2024, the Monitoring Agency in their meeting held on 30.07.2024

has nominated and approved the name of new directors i.e. Mr. Radheshyam B. Jaju and Mr. Pratik R.

; Jaju, Directors of Eagle Group who have taken the management of the company as Executive

; Director(s) in place of erstwhile directors namely Mr. Shankar Lal Somani & Mr. Sumeet Kumar Somani.

The Board of Directors of the company has recommended the appointment of Mr. Radheshyam B. Jaju as a Chairman cum Executive Director of the company for a period of 5 ( Five years ) with effect from i 05.08.2024 and Mr. Pratik R. Jaju as a Managing Director cum Executive Director of the company for a period of 5 ( Five years ) with effect from 05.08.2024 in their Board meeting held on 02.09.2024 and the same has been approved in the last Annual General Meeting held on 30.09.2024 .

I Mrs. Ankita Shah has been appointed as an Additional Director in the capacity of Independent, NonExecutive Director of the company w.e.f. 02.09.2024 for a period of 5 years and the same has also ; been approved in the last Annual General Meeting held on 30.09.2024.

: Mr. Rohan Dipakbhai Modh has been appointed as an Additional Executive Director of the company in

the Board meeting held on 09.01.2025 and has been regularized their appointment for a period of 5

years through Postal Ballot held in the year 2024-25.

i Mr. Prachi Ankur Gandhi has been appointed as an Additional Director in the capacity of Independent, i Non- Executive Director of the company in the Board meeting held on 09.01.2025 and has been regularized their appointment for a period of 5 years through Postal ballot held in the year 2024-25.

RESIGNATION

; MR. Shankarlal Somani and Sumeet Kumar Somani, Directors ( Erstwhile Management ) have submitted j

I their resignation from the office of directorship w.e.f. 09.08.2024 due to change of management after j

successful resolution of the company.

: Ms. Zeel Sureshkumar Modi, Independent , Non-Executive Director of the company has submitted their :

: resignation placed before the Board in the meeting held on 02.09.2024 intimating that she has recently :

shifted to abroad for higher studies and will remain no longer available in India.

i Mr. Manoj Kumar Jain and Mr. Vikashkumar Chandalia. Independent and Non-executive directors of the i

company also submitted their resignation during the year and placed in the Board meeting held on I 09.01.2025. I

AUDITORS

A) STATUTORY AUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 35^th Annual General Meeting of the Company held on 27^th day of September, 2023 has appointed M/s. HTKS & Co.,

: Chartered Accountants ( Formerly known as H. Tosniwal & Co., Chartered Accountants) (Firm i

: Registration no. 111032W), as a Statutory Auditors of the Company who were re-appointed as a j

Statutory Auditors of the company for the period of three (3) consecutive financial years commencing i from the conclusion of 35^th Annual General Meeting till the conclusion of 38^th Annual General Meeting of j

the company.

; The Company has received a certificate from them to the effect that their appointment as Statutory j

; Auditors of the Company would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 i

i & also received a peer review certificate issued by the ICAI ‘Peer Review Board’, as required under the i

provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed there under.

: In the Auditors’ Report dated 24^th April ,2025, M/s. HTKS & Co., Chartered Accountants has given a i

i qualified opinion in relation to the Financial Statements of the company for the financial year ended 31^st j

j March 2025. Statement on Impact of Audit Qualifications for the year under review is annexed as j

j Annexure - 7. The Board’s response in relation to the said opinion is as under:- j

Sl. No	Audit-Qualification	Board’s Response
1.	The Interest payable as per section 16 of MSMED Act 2006 has not been ascertained and not provided for by the company.	It is consistent business practices and mutual understanding with MSME vendors, no interest has been demanded or charged by the suppliers.

B) COST AUDITORS

The Company has been maintaining cost accounting records in respect of manufacture of Polyester i yarns pursuant to directives of the Central Government. The company has appointed M/s. V.M. PATEL & : ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records

: for the financial year 2025-26 and approval of the members is being sought for ratification of their

i appointment and remuneration.

C) INTERNAL AUDITORS

: The Board has appointed M/s. A.P. Bhanderi & Associates, Chartered Accountants ( ICAI Registration

: Number :136375W ) as an Internal Auditors of your company for the financial year 2025-26. The report

prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

D) SECRETARIAL AUDITORS

; M/s. Dhirren R. Dave & Co., Practicing Company Secretaries (Firm Registration No. : P1996GJ002900 ) were appointed as a Secretarial Auditor, to conduct Secretarial Audit of the company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed i herewith and forms part of the Annual Report as Annexure-1. The Secretarial Audit Report contains qualification, reservation or adverse remark.

The Board has re-appointed M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, as Secretarial : Auditor of the Company for a period of 5 years beginning from financial year 2025-26 subject to approval

: by shareholders in the ensuing Annual General Meeting.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company ; has received Annual Secretarial Compliance Report from M/s. Dhirren R. Dave & Co., Practicing

; Company Secretaries (Firm Registration No.: P1996GJ002900 ) on compliance of all applicable SEBI

Regulations and Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges. Annual Secretarial Compliance Report are also uploaded on the Website of the company and can be accessed with link : https://www.sumeetindustries.com/wp-content/uploads/Annual-i Secretarial-Report_2024-25_Signed.pdf.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CREDIT RATING

During the year under review, no credit rating has been obtained from any credit rating agency. In the current year the new management of the company has appointed CRISIL Limited as Credit Reating i Agencies for assigning rating on company’s credit facilities received from Banks.

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company’s Statutory Auditors confirming compliance with regulations relating to Corporate Governance of the Listing regulation is set out and forms part of this Annual report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the Consolidated Financial Statements of the company, including the financial details of the subsidiary company forms part of this Annual report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-3 forming part of the Annual Report.

INTERNAL CONTROL SYSTEM

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control for all the major processes to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements. The Company has a robust Management Information System (MIS), which is an integral part of the control mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an integral part of the Company’s ethos and policy and it has been pursuing on a sustained basis.. The main focus areas taken in the policy are Education, Health Care, Animal Care, Environment safety, Contribution to any relief fund set up by Government, SemiGovernments etc.

i The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as provided in i Annexure- 4. The Policy is available on the website of the Company. Since the company has been making losses since last 4 years so it is not participating much in CSR activities.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

i Human Resource Development (HRD) is the framework for helping employees to develop their personal and organizational skills, knowledge, and abilities. To enrich the skills of employees and enrich their ; experience, the Company arranges Practical Training Courses by Internal and External Faculties. The : total employee strength of the company was 621 as on 31st March, 2025.

We continue to step up efforts to accelerate our value-based growth strategy and the overall i development of human capital. We nurture our people by investing in their empowerment through learning and development, wellness, and safety besides providing contemporary workplace facilities. i Industrial Relations encompasses the relationship between the management and workmen. IR plays a significant role in today’s working scenario where the harmonious relationship between the employers i and employees is needed to have an uninterrupted production.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The i Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All I employees (permanent, contractual, temporary, trainees) are covered under this policy.

i Your Directors state that during the year under review, there were no cases filed and reported in i pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) i Act, 2013.

ANNUAL LISTING FEES

The Company’s shares continue to be listed at the National Stock Exchange of India Limited and BSE Limited. The Annual Listing fee for the F.Y. 2025-26 has been paid to all these Exchanges.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization’s risk exposures while achieving its objectives. Risk management is embedded in your Company’s operating framework. The Company manages and monitors various risks and uncertainties that can have some adverse impact on the Company’s business. Your Company i believes that managing risks helps in maximizing returns. Your Company is giving major thrust in developing and strengthening its internal audit, so that risk threat can be mitigated. The Company’s approach to address business risks is comprehensive and includes periodic review, mitigating controls and reporting mechanism.

The key risks identified by the Company include, cyber security and data protection risk, financial & economic risk, competition risk, operational risk and compliance of all applicable statutes and regulations. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing

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

SAFETY, HEALTH & ENVIRONMENT

Safety & Health of the employees have always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the I Company’s premises. Safety and occupational health responsibilities are integral to the Company’s j business processes, as spelt out in the Company’s Safety, Health and Environment Policies and ; Procedure. i

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been i adequately insured. i

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loans given, investments made and guarantees given & securities provided during the year under i review, are in compliance with the provisions of the Act and rules made there under and details thereof i

i are given in the notes to the Standalone Financial Statements. i

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF | SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL j GOVERNMENT

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not j reported any instances of frauds committed in the Company by its Officers or Employees, to the Board of j Directors under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

EMPLOYEE STOCK OPTION

The company has not issued any equity shares under Employee Stock Option during the year.

FOREIGN EXCHANGE TRANSACTIONS

: In order to hedge the company''s exposure to foreign exchange and interest rate, the company enters ;

i into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust j

j forex management systems and prudent investment practices. All forex exposures are hedged upon the j

occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end : have been capitalized during the year as per Companies (Accounting Standard) Amendment Rules, :

: 2009. :

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

i Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 j regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is j given in the Annexure- 5, forming part of the report. j

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding i Rs. 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the i concerned company and at an arm’s length basis.

All contracts/arrangements/transactions entered into by the Company during the Financial Year with ; related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

i In compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing i Obligations and Disclosure Requirements) Regulations, 2015, all related parties transactions were presented to the Audit Committee for its prior approval, including those covered under Section 188 of the Act. Omnibus approvals were obtained for transactions that are repetitive in nature and were foreseen in i terms of the Audit Committee’s omnibus approval framework.

i Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the

I Companies Act, 2013 in Form AOC -2 reported as Annexure - 6. All related party transactions, if any

I made, during the year are placed before the before the Board for approval. The transactions entered into with related parties were reviewed by the Board from time to time.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s i website at the link https:// www.sumeetindustries.com. Members can refer Related Parties transactions under Notes to Financial Statements to the Standalone Financial Statements which sets out related party disclosures.

CORPORATE GOVERNANCE

I The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). A

separate report on Corporate Governance along with Certificate from M/s. HTKS & Co., Chartered

Accountants, Statutory Auditor of the company on compliance with the conditions of Corporate

Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations,

: 2015 has provided are part of this Annual Report.

EXTRACT OF ANNUAL RETURN

i Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and

j Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the

: Company’s website link: https://www.sumeetindustries.com/wp-content/uploads/Form_MGT_7.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

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

: (b) the directors had selected such accounting policies and applied them consistently and made

: judgements 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 and loss of the Company for that period;

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

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

(e) 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) 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.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV : thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

: 2015 for its Board of Directors and Senior management and Employees, the Company has formulated a

i comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior

management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity and Excellence.

I A copy of the Code has been uploaded on the Company’s website www.sumeetindustries.com. The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually.

: A declaration signed by the Managing Director for the compliance of this requirement is published in this

: Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

i In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the I Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & i persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the

; Company or counsel any person during any period when the “unpublished price sensitive information”

i are available with them. The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period i when the Trading Window is closed.

i A structured digital database is being maintained by the company under guidance with Registrar and Transfer Agents (RTA) of the Company, which contains the names and other particulars as prescribed of the persons covered under the Codes drawn up pursuant to the Prohibition of Insider Trading Regulations. We have also adopted an automated tracking system to monitor insider trading, generating : reports and sending reminders to employees about prohibited transactions, if any occurs.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

i Pursuant to Section 149(3)(d) in consonance with 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.

WHISTLE BLOWER MECHANISM

i In order to ensure that the activities of the Company and its directors, employees and Vendors are

i conducted in a fair and transparent manner by adoption of highest standards of professionalism,

honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e. www.sumeetindustries.com.

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES

A) BOARD MEETINGS :

During the year under review 12 ( Twelve ) meetings of the Board of Directors have been held through i both Physical / Video Conferencing (VC) or Other Audio Visuals Means (OAVM). The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of compositions and other information are provided in the Corporate Governance Report forming part of i the Annual report.

B) COMMITTEE MEETINGS:

The Committee(s) of the Company has been constituted in line with the provisions of Regulation 18 of i the Listing Regulation read with Section 177 of the Companies Act, 2013.

AUDIT COMMITTEE

; During the year audit Committee of the Company has been reconstituted w.e.f. 09.08.2024, consisting of

: three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Saurav Santosh Dugar,

: consisting of 1 Executive Director and 2 Non-Executive and Independent Directors.

Later, Mr. Manojkumar Ganeshmal Jain has resigned from the Board w.e.f. 09.01.2025 and audit i committee has been again re-constituted consisting with three members namely Mr. Saurav Santosh i Dugar , Mr. Pratik R Jaju and Ankita Siddarth Shah. Mr. Saurabh Santosh Dugar is the Chairman of the Audit Committee. All members of the Audit Committee are financially literate and have relevant : experience in the financial matters.

The brief details of the Audit Committee are given in Corporate Governance Report forming part of the i Annual report.

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the ; Companies Act, 2013 read along with the applicable rules thereto and Listing Regulations (as may be j amended from time to time). Emphasis is given to persons from diverse fields or professionals. The : Nomination and Remuneration Committee has been reconstituted on 9th August , 2024 comprising of :

: three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr. Saurav :

Santosh Dugar, consisting of 3 Non-Executive and Independent Directors. Mr. Manoj Kumar Ganeshmal Jain is the Chairman of the Nomination and Remuneration Committee.

: Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the ;

: Board w.e.f. 09.01.2025 and Nomination and remuneration committee has been again re-constituted j

: consisting with three members namely Mr. Saurav Santosh Dugar , Ankita Siddarth Shah and Prachi |

Ankur Gandhi. Mr. Saurabh Santosh Dugar is the Chairman of the nomination and remuneration committee.

i The Nomination and remuneration Committee has framed the “Nomination & Remuneration and i : Evaluation Policy” can be accessed at https://www.sumeetindustries.com/wp-content /uploads :

/2016/04 / Nomination-Remuneration-and-Evaluation-Policy.pdf and “Policy on Board Diversity” can be accessed https://www.sumeetindustries.com/wp-content/uploads/2016/04/Policy-on-Board-Diversity.pdf.

The brief details of the Nomination and Remuneration Committee are given in Corporate Governance i Report forming part of this Annual report. j

: STAKEHOLDERS RELATIONSHIP COMMITTEE j

The Committee has been re-constituted in line with the provisions of Regulation 20 of the SEBI Listing Regulations read with Section 178 of the Companies Act, 2013. The Stakeholders Relationship i Committee has been re-constituted with effect from 09.08.2024 comprises of three members viz; Mr. i

i Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Vikashkumar K Chandaliya, consisting of 1 j

Executive Director and 2 Non-Executive Independent Directors. Mr. Manojkumar Ganeshmal Jain is the j Chairman of the Stakeholders Relationship Committee. j

Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the j Board w.e.f. 09.01.2025 and Stakeholders Relationship committee has been again re-constituted on i

: dated 09.01.2022 consisting with three members namely Mr. Saurav Santosh Dugar , Mr. Pratik R Jaju :

: and Prachi Ankur Gandhi. Mr. Saurabh Santosh Dugar is the Chairman of the Stakeholders Relationship :

committee.

i The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report i

i forming part of the Annual report. j

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company’s policy on Corporate Social Responsibility (CSR) and the CSR activities of the company are carried out as per the instructions of the Committee. The CSR Committee has been reconstituted on 09th August, 2024 and comprises of three members viz; Mr. Radheshyam B. Jaju, Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of one Executive

i Director and two Non-Executive Directors. Mr. Radheshyam B. Jaju is the Chairman of the CSR Committee.

i Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the : Board w.e.f. 09.01.2025 and Corporate Social Responsibility Committee has been again re-constituted

: on dated 09.01.2022 consisting with three members namely Mr. Radheshyam B Jaju , Saurav Santosh

i Dugar and Prachi Ankur Gandhi.

The brief details of the Corporate Social Responsibility Committee are given in Corporate Governance ; Report forming part of the Annual report.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the company met one time on dated i 13.02.2025. For further details, please refer Report on Corporate Governance attached to this Report

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the i evaluation of the working of its Audit Committee, Nomination and Remuneration Committee.

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long term strategic planning, contribution to and monitoring of : corporate governance practices and the fulfilment of Directors’ obligation and fiduciary responsibilities,

including but not limited to, active participation at the Board and committee meetings.

This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration I Committee with specific focus on the performance and effective functioning of the Board. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the workings of the i Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model etc. along with updating on various amendments in the Listing : Regulations and the Companies Act, 2013. The policy on Familiarization Programme is uploaded on the

; website of the Company and can be accessed through web link http://www.sumeetindustries.com/wp-content/uploads/2016/04/Familirisation-of-Independent-Director.pdf

KEY MANAGERIAL PERSONNEL

: In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act,

2017, the following are designated as Key Managerial Personnel of your Company by the Board in their meeting held on 02.09.2024. :

SL No.	Name	Designation
1.	Mr. Pratik R. Jaiu	Mg. Director
2.	Mr. Anil Kumar Jain	Company Secretary cum Compliance Officer
3.	Mr. Abhishek Prasad	C.F.O.

GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:

: 1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; :

: 2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any i

scheme;

I 3) Your Company has not resorted to any buy back of its Equity Shares during the year under review; j

I 4) Neither the Chairman and Managing Director nor the Whole time Directors of your Company j

received any remuneration or commission during the year, from any of its subsidiaries;

; 5) No fraud has been reported by auditors under subsection (12) of Section 143; :

: 6) The details of difference between amount of the valuation done at the time of one-time settlement and :

i the valuation done while taking loan from the Banks or Financial Institutions along with the reasons i

thereof - Not Applicable

ACKNOWLEDGEMENT

; Your Directors would like to express their grateful appreciation for the assistance and co-operation j

j received from the Financial Institutions, Banks, Government Authorities and Shareholders during the |

year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

---

Mar 31, 2024

The Hon’ble National Company Law Tribunal, (‘‘NCLT’''), had vide its order dated December 20, 2022
admitted the application for the initiation of the corporate insolvency resolution process ("CIRP”) against
Sumeet Industries Limited ("Company”) ("Admission Order”) in terms of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time . Mr.
Kuresh Hatim Khambati (having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) had been
appointed as an Interim Resolution Professional.

Subsequently, vide NCLT order dated 15^th February, 2022 appointed Mr. Satyendra P. Khorania (Reg. No.
IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional ("RP") to act Resolution Professional
in place of Mr. Kuresh Hatim Khambati in terms of the provisions of the Code.

The Hon''ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by ”Eagle Group”
(Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on

30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as
approved by the Hon’ble Court.

The financial performance of the Company ( Standalone and Consolidated ) for the financial year ended
31st March, 2024 is summarized below :-

FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Sales & Income from operation	98485.70	103312.41	98485.70	103312.41
Other Income	84.81	1022.58	85.32	1022.58
Profit ( Loss )before Financial cost, Depreciation and Exceptional items & Tax (EBITDA)	(3953.99)	(2920.35)	(3953.99)	(2920.35)
Interest	1.81	705.57	1.81	705.57
Depreciation	2390.90	2749.24	2390.9	2749.24
Profit/(Loss) before Exceptional and
Extraordinary items	(6346.70)	(6375.16)	(6346.70)	(6375.16)
Exceptional & Extraordinary items		(1.80)		(1.80)
Profit/(Loss) before Tax	(6346.70)	(6376.96)	(6346.70)	(6376.96)
Provision for Taxation
Current tax
Mat Credit

Deferred Tax	(445.55)	(504.81)	(445.55)	(504.81)
Profit after Tax	(5901.15)	(5872.15)	(5901.15)	(5872.17)
Taxation for previous year profit available for appropriation Dividend on Equity & Pref. Shares Transfer to General Reserve	(5901.15)	(5872.15)	(5901.15)	(5872.15)

OPERATIONS

During the year under review, the Company witnessed moderate demand coupled with rising power and
fuel and raw material & other costs that impacted the overall profitability. Despite the challenges, the
Company ensured continuous supply of products in the markets and sales has been marginally declined by
4.67% in comparison to the previous year.

The Company has produced 103842.209 T ons (P.Y. 97530.09 T ons ) of Pet Chips/Polyester and T exturized
Yarn and dispatched 103971.267 Tons ( P.Y. 100500.89 Tons ) of Pet Chips / Polyester and Texturized
yarns.

Income from operation (Consolidated) of the company has decreased from Rs. 1033.12 Crores to Rs.984.86
Crores showing a marginal decline in sales by 4.67% in comparison to last year. The Company has incurred
Consolidated Loss of Rs. 59.01 Crores (P.Y. Loss 58.72 Crores).

The company has been taken over by " Eagle Group " ( Successful Resolution Applicant ) , a competent
management vide Hon’ble NCLT order dated 16.07.2024. We ( new management ) are reassessing our
strategies in line with the larger macro picture and have been making significant changes to improve
operational efficiency and to drive our growth focussed on opportunity driven strategies.

A detailed analysis of the operations of your Company during the year under report is included in the
Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

The Board of directors do not recommended dividend for the year under review due to loss incurred by the
company.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its order dated December
22, 2022 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under
the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code”) and appointed Mr. Kuresh Hatim Khambati
(having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) as an Interim Resolution
Professional under the provisions of Code. Later on petition moved by the Lead Bank i.e. Bank of Baroda,
for replacement of RP and the Hon’ble Bench of NCLT vide order dated 15th February, 2023 appointed Mr.
Satyendra P. Khorania (Reg. No. IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional
("RP") to act as Resolution Professional (RP) in place of Mr. Kuresh Hatim Khambati (IRP) in terms of the
provisions of the Code.

As per the provision of IBC 2016, the RP had initiated the resolution process for the Company by inviting
expression of interest through publication of Form G on March 12,2023. RP has received Expression of
Interest for resolution plan by seven (7) Resolution Applicants. All the COC members have casted their
votes as per their commercial wisdom and approved the resolution plan submitted by M/s Eagle Fashions
Private Limited, Eagle Fibers Limited, Eagle Synthetics Private Limited, Padmini Polytex Private Limited,
Eagle Sizers & JPB Fibers Jointly as Eagle Group with a majority of 74.90% in the 11th COC meeting and
accordingly RP has filed the Plan for approval with Hon’ble NCLT Bench, Ahmedabad. Later after hearing
the same , the Hon’ble NCLT Bench has rejected the application for approval of Resolution Plan on dated
05.04.2023. Resolution Professional on instruction of COC against the resolution plan rejected by Hon’ble
NCLT Bench filed an appeal before Hon’ble NCLAT Bench. After hearing the submission presented by RP
, the appeal filed has been allowed by the Hon’ble Court and set aside the impugned order dated 05.04.204
passed by the Hon’ble NCLT and remanded back with reviving the original application ( I.A. No. 1394/2023
) filed before the Hon’ble NCLT for fresh consideration in accordance with law. The Hon’ble NCLT has
revived the application for fresh consideration of the approval of Resolution Plan in the compliance of
judgement passed by Hon’ble NCLAT and the same was heard and after hearing, the Hon’ble NCLT has
finally passed the order for approval of Resolution Plan on dated 16.07.2024. Monitoring Committee has
been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to
implement the approved Resolution plan in time. Monitoring Committee has been formed by following
members: -

1) Erstwhile Resolution professional of the company (Chairman of the Committee )

2) One member of Successful Resolution Applicant

3) One member form Consortium Bank.

MATERIAL CHANGES AND COMMITMENTS

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior
to the financial statements to determine the necessity for recognition and/or reporting of any of these events
and transactions in the financial statements.

There have not been any material changes and commitments affecting the financial position of the Company
between the end of the financial year as on 31st March, 2024 and the date of this report, i.e.02.09.2024.

OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named “Sumeet Global Pte Limited” incorporated
at Singapore in the year 30.09.2012 registered with Registrar of Companies and Business, Singapore.
Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the
provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated
Financial Statements of the Company and its subsidiaries are included in the Annual Report. There were
no any business activities is going on at Singapore Branch.

M/s. S. Renganathan & Co, Chartered Accountants, Singapore address at 101, Cecil Street, #23-06 Tong
Building, Singapore -069533 has been appointed as Statutory Auditor of the overseas subsidiary company
on dated 07.11.2023.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements
of the subsidiary in the prescribed Form AOC-1 as Annexure:2 forms part of the Annual Report. Pursuant
to the provision of section 136 of the Act, the financial statements of the company, consolidated financial
statements along with the relevant documents and separate audited accounts in respect of Sumeet Global
Pte Limited are available on the website of the company.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review,
your company has exported products worth of Rs. 35.74 Lakhs (P.Y. Rs. 454.21 Lakhs).

DEPOSITORY SYSTEM

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March
31, 2024 almost 97.79% of the Company’s total paid-up capital representing 10,13,48,889 shares were in
dematerialized form. In view of the numerous advantages offered by the Depository system, members
holding shares in physical mode are advised to avail of the facility of dematerialization on either of the
Depositories.

FIXED DEPOSITS

The Company has invited deposits from public in accordance with the Section 73 and 74 of the Companies
Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs. 396.14 Lakh during
the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed
in the financial year 2023-24. Total outstanding deposits after repaying on maturity as on 31.03.2024 has
been remained Rs.2,90,000.00. There were no deposits, which were claimed but not paid by the Company
as on date.

DIRECTORS :

APPOINTMENT

In compliance of the Resolution Plan which is approved by the Hon’ble NCLT under Section 31(1) of the
IBC Code, 2016 vide order dated 16.07.2024, the Monitoring Agency in their meeting held on 30.07.2024
has nominated and approved the name of new directors i.e. Mr. Radheshyam B. Jaju and Mr. Pratik R. Jaju,
Directors of Eagle Group who will take over the charge in the Sumeet Industries Limited as Executive
Director(s) in place of erstwhile directors namely Mr. Shankar Lal Somani & Mr. Sumeet Somani.

Accordingly, Mr. Radheshyam B. Jaju ( DIN : 00789902 ) and Mr. Pratik R. Jaju ( DIN : 01899119) were
appointed as an additional Executive Director(s) on the Board of the company up to the conclusion of the
ensuing General meeting w.e.f. 05.08.2024.

The Board of Directors of the company has recommended the appointment of Mr. Radheshyam B. Jaju as
a Chairman cum Executive Director of the company for a period of 5 ( Five years ) with effect from

05.08.2024 and Mr. Pratik R. Jaju as a Managing Director cum Executive Director of the company for a
period of 5 ( Five years ) with effect from 05.08.2024 in their Board meeting held on 02.09.2024 subject to
approval of Shareholders of the company. The brief terms and conditions of their appointment has been
incorporated in the Notice of the AGM.

Ms. Ankita Shah has been appointed as an additional director in the capacity of Independent, Non¬
Executive Director of the company w.e.f. 02.09.2024 for a period of 5 years subject to approval of
shareholders of the company.

RESIGNATION

MR. Shankarlal Somani and Sumeet Kumar Somani, Directors ( Suspended ) have submitted their
resignation from the office of directorship w.e.f. 09.08.2024.

Ms. Zeel Sureshkumar Modi has submitted their resignation placed before the Board in the meeting held on

02.09.2024 intimating date she has recently shifted to abroad for higher studies and will remain no longer
available in India.

AUDITORS :

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 35^th Annual
General Meeting of the Company held on 27^th day of September, 2023 has appointed M/s. HTKS & Co.,
Chartered Accountants ( Formerly known as H. Tosniwal & Co., Chartered Accountants) (Firm Registration
no. 111032W), as a Statutory Auditors of the Company who were re-appointed as a Statutory Auditors of
the company for the period of three (3) consecutive financial years commencing from the conclusion of 35^th
Annual General Meeting till the conclusion of 38^th Annual General Meeting of the company.

The Company has received a certificate from them to the effect that their appointment as Statutory Auditors
of the Company would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 & also
received a peer review certificate issued by the ICAI ‘Peer Review Board’, as required under the provisions
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no
instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed
there under.

In the Auditors’ Report dated 28^th May,2024, M/s. M/s. HTKS & Co., Chartered Accountants has given a
qualified opinion in relation to the Financial Statements of the company for the financial year ended 31^st
March 2024. Statement on Impact of Audit Qualifications for the year under review is annexed as Annexure
- 6. The Board’s response in relation to the said opinion is as under:-

Sl. No	Audit-Qualification	Board’s Response
1.	The company has not created any provision	The Bank has not provided and charged
	for interest on loan taken from bank and	any interest during the period under review
	financial institutions for the year ending	. As such in absence of actual data we are
	31.03.2024. The financial impact is not quantifiable as the provision amount cannot be ascertained based on the material existing	unable to quantify the actual impact.
2.	The company has not created provision for	Pursuant to the Order dated 20th
		December, 2022 of the Hon’ble National
	Interest amounting to Rs 1,04,31,389/-	Company Law Tribunal, Ahmedabad
	(pertaining to purchases made after the	("NCLT Order”), Corporate Insolvency
	CIRP period cut-off date i.e 20.12.2022)	Resolution Process ("CIR Process”) has
	and previous pending interest amounting to Rs. 12,89,57,976/- (pertaining to purchases	been initiated against the Company
	made before CIRP period cut-off date i.e	Provision for interest on delayed payment
	2012.2022) on delayed payment of MSME	to MSME has not been provided due to
	dues resulting in overstatement of profit	company is under CIRP process. For Purchases made by the company from MSME Vendors before Crip Period ( Cut off date i.e. 20.12.2022 ), vendors have filed their claim before IRP/RP and thus the

		complete determinable interest has already taken into consideration and the company expect no new liability apart from the claim.
3.	Trade receivable include overdue amounts outstanding more than 3 years aggregating to Rs. 4,46,09,949.00 receivable from its subsidiary and amount outstanding for a period of more than 1 year of Rs. 3,91,06,533/- from its customer. The company has not made any expected credit loss provision.	Management is on opinion that no provision is to be required as per their policy of recognition of expected credit loss.
4.	The investment held in subsidiary of Rs. 22,73,77,500/- and Trade receivables of Rs.4,46,09,494/- from its subsidiary as at March 31, 2024, the business continuity of such subsidiary is significantly dependent upon the financial support of the Company to enable to meet its liabilities as and when they fall due. No impairment assessment was carried out on the Investments held in subsidiary and Trade Receivable.	Presently the company is under CIRP and final views on impairment assessment on Investment held in subsidiary and Trade receivables will be taken by the new management. And also in Consolidated Statements after merging of subsidiary accounts’ impact stand NIL hence there is no financial impact.

: b) Cost Auditors

| The Company has been maintaining cost accounting records in respect of manufacture of Polyester yarns
| pursuant to directives of the Central Government. The company has appointed M/s. V.M. PATEL &
| ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records for
| the financial year 2024-25 and approval of the members is being sought for ratification of their appointment
i and remuneration.

: c) Internal Auditors

i The Board has appointed M/s. A R V P & Co.,Chartered Accountants (ICAI Registration Number: 101482W)
i as Internal Auditors of your company for the financial year 2024-25. The report prepared by the Internal
j Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

; d) Secretarial Auditors

i M/s. Dhirren R. Dave, Practising Company Secretaries (CP No. 2496, Membership No. 4889) were
i appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2023-24.
i The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith and forms
: part of the Annual Report as Annexure-1. The Secretarial Audit Report contains qualification, reservation
: or adverse remark.

The Board has re-appointed M/s. Dhirren R. Dave & Co., Company Secretaries, as Secretarial Auditor of i
the Company for the financial year 2024-25. i

ANNUAL SECRETARIAL COMPLIANCE REPORT j

Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company i

has received Annual Secretarial Compliance Report from M/s. Dhirren R. Dave, Practising Company i

Secretaries (CP No. 2496, Membership No. 4889) on compliance of all applicable SEBI Regulations and i
Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges. Annual i
Secretarial Compliance Report are also uploaded on the Website of the company ( i
www.sumeetindustries.com.) j

SECRETARIAL STANDARDS i

During the year under review, the Company has complied with the applicable Secretarial Standards issued j
by the Institute of Company Secretaries of India. j

CREDIT RATING j

During the year under review, no credit rating has been obtained from any credit rating agency. j

MANAGEMENT DISCUSSION AND ANALYSIS j

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and j

Analysis and Corporate Governance Report together with a certificate from the Company’s Statutory j

Auditors confirming compliance with regulations relating to Corporate Governance of the Listing regulation j

is set out and forms part of this Annual report. j

CONSOLIDATED FINANCIAL STATEMENTS j

In accordance with provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the j

Consolidated Financial Statements of the company, including the financial details of the subsidiary company j

forms part of this Annual report. The Consolidated Financial Statements have been prepared in accordance j

with the Accounting Standards prescribed under Section 133 of the Act. j

PERSONNEL AND RELATED DISCLOSURES j

The Board of Directors wishes to express their appreciation to all the employees for their outstanding j

contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment i

& Remuneration of Managerial Personnel) Rules 2014, no employee is drawing remuneration in excess of i

the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place i

without the right equality of people. To that effect, your company has undertaken a series of measures that i

ensures the most appropriate people are recruited in to the organization. j

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read j
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 j
are provided in Annexure-3 forming part of the Annual Report. :

INTERNAL CONTROL SYSTEM j

Your Company has a comprehensive and effective internal control and risk mitigation system, including i

internal financial control, for all the major processes, to ensure reliability of financial reporting, timely i

feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, i

safeguarding of assets and economical and efficient use of resources. The Company’s internal control j

system is commensurate with its size, scale and complexities of its operations. The main thrust of internal i
audit is to test and review controls, appraisal of risks and business processes, besides benchmarking i
controls with best practices in the industry. i

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal j
Control Systems and suggests improvements. The Company has a robust Management Information System j
(MIS), which is an integral part of the control mechanism. i

CORPORATE SOCIAL RESPONSIBILITY j

Corporate Social Responsibility (CSR) is an integral part of the Company’s ethos and policy and it has been j
pursuing on a sustained basis. The Company has assisted schools situated at nearby villages by distributing j
dresses & books among poor students and computers nearby situated primary schools etc. Technical j
education and training are imparted to the employees through Industrial Training and Workshops. Emphasis j
was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR j
activities carried out by the Company have strengthened the relationship with local people. The main focus j
areas taken in the policy are Education, Health Care, Animal Care, Environment safety, Contribution to any j
relief fund set up by Government, Semi-Governments etc. j

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives j
undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the j
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as provided in j
Annexure- 4. The Policy is available on the website of the Company. Since the company has been making j
losses since last 4 years so it is not participating much in CSR activities. j

HUMAN RESOURCES & INDUSTRIAL RELATIONS j

Human Resource Development (HRD) is the framework for helping employees to develop their personal j
and organizational skills, knowledge, and abilities. To enrich the skills of employees and enrich their j
experience, the Company arranges Practical Training Courses by Internal and External Faculties. The total j
employee strength of the company was 608 as on 31st March, 2024. i

We continue to step up efforts to accelerate our value-based growth strategy and the overall development j
of human capital. We nurture our people by investing in their empowerment through learning and j
development, wellness, and safety besides providing contemporary workplace facilities. Industrial Relations i
encompasses the relationship between the management and workmen. IR plays a significant role in today’s j
working scenario where the harmonious relationship between the employers and employees is needed to j
have an uninterrupted production. j

PREVENTION OF SEXUAL HARASSMENT POLICY j

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The i
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees j
(permanent, contractual, temporary, trainees) are covered under this policy. j

Your Directors state that during the year under review, there were no cases filed and reported in pursuant j
to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. i

ANNUAL LISTING FEES j

The Company’s shares continue to be listed at the National Stock Exchange of India Limited and BSE j
Limited. The Annual Listing fee for the F.Y. 2024-25 has been paid to all these Exchanges. j

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating
organization’s risk exposures while achieving its objectives. Risk management is embedded in your
Company’s operating framework. The Company manages and monitors various risks and uncertainties that
can have some adverse impact on the Company’s business. Your Company believes that managing risks
helps in maximizing returns. Your Company is giving major thrust in developing and strengthening its
internal audit, so that risk threat can be mitigated. The Company’s approach to address business risks is
comprehensive and includes periodic review, mitigating controls and reporting mechanism.

The key risks identified by the Company include, cyber security and data protection risk, financial &
economic risk, competition risk, operational risk and compliance of all applicable statutes and regulations.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest.
The focus shifts from one area to another area depending upon the prevailing situation. A detailed report
on significant risks and mitigation is forming part of Management’s Discussion and Analysis.

SAFETY, HEALTH & ENVIRONMENT

Safety & Health of the employees have always assumed the highest importance in your company. The
management is committed to ensure zero harm to its employees and to all persons within the Company’s
premises. Safety and occupational health responsibilities are integral to the Company’s business processes,
as spelt out in the Company’s Safety, Health and Environment Policies and Procedure.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been
adequately insured.

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The loans given, investments made and guarantees given & securities provided during the year under
review, are in compliance with the provisions of the Act and rules made there under and details thereof are
given in the notes to the Standalone Financial Statements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Board of
Directors under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

EMPLOYEE STOCK OPTION

The company has not issued any equity shares under Employee Stock Option during the year.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company''s exposure to foreign exchange and interest rate, the company enters into
forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex

i management systems and prudent investment practices. All forex exposures are hedged upon the
i occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition
: of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been
: capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

| ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

: Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 regarding
: conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the
i Annexure- 5, forming part of the report.

| RELATED PARTY TRANSACTIONS:

i All contracts/arrangements/transactions entered into by the Company during the Financial Year with related
I parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company
| has not entered into any contract / arrangement / transaction with related parties which could be considered
| material in accordance with the policy of the Company on materiality of related party transactions.

: Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the
: Companies Act, 2013 in Form AOC -2 is not applicable to your Company. All related party transactions, if
i any made, during the year are placed before the before the Board for approval. The transactions entered
i into with related parties were reviewed by the Board from time to time.

i The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
i at the link https:// www.sumeetindustries.com. Members can refer to Note (24) Related Parties transactions
i under Notes to Financial Statements to the Standalone Financial Statements which sets out related party
: disclosures.

| CORPORATE GOVERNANCE

: The Company is committed to maintain the highest standards of corporate governance and adhere to the
: corporate governance requirements set out by Securities and Exchange Board of India (SEBI). A separate
i report on Corporate Governance along with Certificate from M/s. HTKS & Co., Chartered Accountants,

I Statutory Auditor of the company on compliance with the conditions of Corporate Governance as stipulated
j under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has provided are part of
| this Annual Report.

| EXTRACT OF ANNUAL RETURN

| Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and
| Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the
| Company’s website link: http://www.sumeetindustries.com/wp-content/uploads/2024/08/Form_MGT_7-
i 2023-24.pdf.

! DIRECTORS'' RESPONSIBILITY STATEMENT

i In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits
i its responsibility Statement:

I (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
j with proper explanation relating to material departures;

i (b) the directors had selected such accounting policies and applied them consistently and made
: judgements 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 and loss of the Company for
that period;

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

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

(e) 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) 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.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its
Board of Directors and Senior management and Employees, the Company has formulated a comprehensive
Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees
to such extent as may be applicable to them depending upon their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer Value, Integrity and Excellence.

A copy of the Code has been uploaded on the Company’s website www.sumeetindustries.com. The Code
has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them
annually.

A declaration signed by the Company’s Executive (Wholetime) Director for the compliance of this
requirement is published in this Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by
the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & persons
and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or
counsel any person during any period when the “unpublished price sensitive information” are available with
them. The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits
dealing in Company’s shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed.

A structured digital database is being maintained by the company under guidance with Registrar and
Transfer Agents (RTA) of the Company, which contains the names and other particulars as prescribed of
the persons covered under the Codes drawn up pursuant to the Prohibition of Insider Trading Regulations.
We have also adopted an automated tracking system to monitor insider trading, generating reports and
sending reminders to employees about prohibited transactions, if any occurs.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(3)(d) in consonance with 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.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its directors, employees and Vendors are
conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This
policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e.
www.sumeetindustries.com.

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES

A) MEETINGS OF THE RP & THE DIRECTORS

During the year under review 5 ( Five ) meetings of the RP and the Directors ( Suspended ) have been held
through both Physical / Video Conferencing (VC) or Other Audio Visuals Means (OAVM). The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Details of compositions and other information are provided in the Corporate Governance Report forming
part of the Annual report.

B) COMMITTEE MEETINGS:

The Committee(s) of the Company has been constituted in line with the provisions of Regulation 18 of the
Listing Regulation read with Section 177 of the Companies Act, 2013.

After approval of resolution plan by Hon’ble NCLT of "Eagle Group”( Successful Resolution Applicant ) the
management of the company has been taken over by them.

On the recommendation of the Monitoring committee meeting as per approved plan held on 30.07.2024 two
new Executive Directors have been appointed on the Board of the company from Eagle group on dated
05.08.204 and existing Executive Directors (Suspended ) has resigned from the Board on dated
09.08.2024. Accordingly after the appointment of new executive directors from Eagle group, the
Committee(s) has been reconstituted on dated 9^th August, 2024.

AUDIT COMMITTEE

Audit Committee of the Company has been reconstituted w.e.f. 09.08.2024, consisting of three members
viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Saurav Santosh Dugar, consisting of 1
Executive Director and 2 Non-Executive and Independent Directors. Mr. Manojkumar Ganeshmal Jain is
the Chairman of the Audit Committee. All members of the Audit Committee are financially literate and have
relevant experience in the financial matters.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad ("NCLT Order”), Corporate Insolvency Resolution Process ("CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
("Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Audit Committee meetings
were held during the financial year 2023-24.

The brief details of the Audit Committee are given in Corporate Governance Report forming part of the
Annual report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto and Listing Regulations (as may be
amended from time to time). Emphasis is given to persons from diverse fields or professionals. The
Nomination and Remuneration Committee has been reconstituted on 9th August, 2024 comprising of three
members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr. Saurav Santosh
Dugar, consisting of 3 Non-Executive and Independent Directors. Mr. Manoj Kumar Ganeshmal Jain is the
Chairman of the Nomination and Remuneration Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
(“Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Nomination and
Remuneration Committee meetings were held during the financial year 2023-24.

The Nomination and remuneration Committee has framed the “Nomination & Remuneration and Evaluation
Policy” can be accessed http://www.sumeetindustries.com / wp-content /uploads/ 2016/04 / Nomination-
Remuneration-and-Evaluation-Policy.pdf and “Policy on Board Diversity” can be accessed
http://www.sumeetindustries.com/wp-content/uploads/2016/04/Policy-on-Board-Diversity.pdf.

The brief details of the Nomination and Remuneration Committee are given in Corporate Governance
Report forming part of the Annual report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has been re-constituted in line with the provisions of Regulation 20 of the SEBI Listing
Regulations read with Section 178 of the Companies Act, 2013.. The Stakeholders Relationship Committee
has been re-constituted with effect from 09.08.2024 and now comprises of three members viz; Mr.
Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Vikashkumar K Chandaliya, consisting of 1
Executive Director and 2 Non-Executive Independent Directors. Mr. Manojkumar Ganeshmal Jain is the
Chairman of the Stakeholders Relationship Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
(“Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Stakeholders Relationship
Committee meetings were held during the financial year 2023-24.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report
forming part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company’s policy on Corporate Social Responsibility (CSR) and the CSR
activities of the company are carried out as per the instructions of the Committee. The CSR Committee has
been reconstituted on 09th August, 2024 and now comprises of three members viz; Mr. Radheshyam B.
Jaju, Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of one Executive
Director and two Non-Executive Directors. Mr. Radheshyam B. Jaju is the Chairman of the CSR Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad ("NCLT Order”), Corporate Insolvency Resolution Process ("CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
("Code”) and related rules and regulations issued thereunder and thereby powers of the Boad/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Corporate Social
Responsibility Committee meetings were held during the financial year 2023-24.

The brief details of the Corporate Social Responsibility Committee are given in Corporate Governance
Report forming part of the Annual report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out
an annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit Committee, Nomination and Remuneration Committee.

The evaluation process covered the aspects which included Board structure and composition, frequency of
Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate
governance practices and the fulfilment of Directors’ obligation and fiduciary responsibilities, including but
not limited to, active participation at the Board and committee meetings.

This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration Committee
with specific focus on the performance and effective functioning of the Board. The result of the evaluation
is satisfactory and adequate and meets the requirement of the Company.

FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization
Programme for Independent Directors to familiarize them with the workings of the Company, their roles,
rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business
model etc. along with updating on various amendments in the Listing Regulations and the Companies Act,
2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be
accessed through web link http://www.sumeetindustries.com/wp-content/uploads/2016/04/Familirisation-of-
Independent-Director.pdf

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act,
2017, the following are designated as Key Managerial Personnel of your Company by the Board in their
meeting held on 02.09.2024.

SL No.	Name	Designation
1.	Mr. Pratik R. Jaju	Mg. Director
2.	Mr. Anil Kumar Jain	Company Secretary cum Compliance Officer
3.	Mr. Abhishek Prasad	C.F.O.

GENERAL DISCLOSURES j

Your directors state that no disclosure or reporting is required in respect of the following matters as there i
were no such transactions during the year under review: :

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any
scheme;

3) Your Company has not resorted to any buy back of its Equity Shares during the year under review;

4) Neither the Chairman and Managing Director nor the Whole time Directors of your Company
received any remuneration or commission during the year, from any of its subsidiaries;

5) No fraud has been reported by auditors under subsection (12) of Section 143;

6) The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
- Not Applicable

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under
review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the
Executives, Staff and workers of the Company for its success.

SUMEET INDUSTRIES LIMITED
Sd/- Sd/-

Radheshyam B. Jaju Pratik R. Jaju

Executive Director Executive Director

( DIN : 00789902 ) ( DIN : 01899119)

Place : Surat
Date : 02.09.2024

---

Mar 31, 2018

DIRECTORS’ REPORT

To The Members of

Sumeet Industries Limited

Your Directors have pleasure in presenting the 30^th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2018.

Your Company has delivered satisfactory performance despite considerable headwinds like GST implication, inflation etc. The Company has registered consolidated revenue of Rs. 1228.83 Crores with Net Loss of Rs.2.62 Crores.We, remained resolute and relentless in our quest for strengthening our cost-competiveness, better management of working capital and operational excellence across all businesses.

FINACIAL RESULTS

( Rs. In Lacs ) ;

Particulars	Stand	alone	Conso	idated
	2017-18	2016-17	2017-18	2016-17
Sales & Income form operation	107081.71	130180.80	122883.11	150959.72
Other Income	952.60	729.50	953.65	948.76
Profit before Financial cost , Depreciation	9479.80	12353.68	9787.81	12803.02
and Exceptional items & Tax (EBIDTA)
Interest	4917.79	4822.47	5147.08	5035.15
Depreciation	5259.57	2046.32	5259.57	2047.13
Profit/( Loss ) before Tax	(697.56)	5484.89	(618.84)	5720.74
Provision for Taxation
Current tax	(785.20)	1170.56	(795.82)	1189.79
Mat Credit	-	(1014.70)	-	(1014.70)
Deferred Tax	1171.89	1656.27	1171.89	1656.27
Profit after Tax	(310.87)	3672.75	(242.77)	3889.38
Taxation for previous year	(13.98)	-	(19.19)	-
profit available for appropriation	(324.86)	3672.75	(261.96)	3889.38
Dividend on Equity & Pref. Shares
Transfer to General Reserve	(324.86)	3672.75	(261.96)	3889.38

OPERATIONS

Despite challenging business environment the company has posted mixed performance for the year under review. The company has produced 92607.345 Tons of Pet Chips / Polyester and Texturized Yarn and | dispatched 93259.47 Tons of Pet Chips / Polyester and Texturized yarns.

IIncome from operation (Consolidated) of the company has marginally decreased from Rs. 1509.60 Crores to Rs. 1228.83 Crores and EBIDTA has been decreased marginally from Rs. 128.03 Crores to Rs. 97.88 Crores i in comparison to last year. The company has adopted the method of charging depreciation on fixed assets from SLM Method to WDV (except vehicle) method during the year under review, resulting an excess of total amount of Rs.34.54 Crores was effected in depreciation amount. The Company has incurred net loss of Rs.2.62 Crores.

The Company is enhancing its capacity on producing specialty and value added yarns and focusing on expanding market reach both in domestically and internationally, cost optimization and elevating people potential. With rising demand in the domestic and international markets, we are hopeful that we will be able to grow more value added products in future.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

The Board of directors do not recommended dividend for the year under review due to loss incurred by the company. No amount is being transferred to the General Reserves.

EXPANSION & MODERNISATION

The Company is cautiously watching development in synthetic yarn industries and also evaluating various options which could be available to it for its growth strategy. Over the years, we have been investing consistently in shoring our manufacturing capacities by way of expansion cum modification in its existing capacities. Presently no expansion program of the company has been envisaged by the Board.

RIGHT ISSSUE

During the year under review the company has made Right Issue of 2,48,74,173 nos. of Equity shares with a i face value of Rs. 10/- each at a price of Rs. 24/- per equity shares aggregated to Rs. 5969.80 Lacs in the ratio of 3 fully paid up Right Equity Share(s) for every 7 Fully Paid up Equity Share(s). Finally, the company has allotted 2,48,74,173 nos. of equity shares and aggregated Rs.59,69,80,152.00 . The proceeds of the Right Issues was utilized for incremental working capital and adjustment of unsecured loans given by the promoters | as declared in objects of the issue.

Category wise variation between projected utilization of funds made in offer document and the actual utilization of funds are as follow:

(Rs. in Lakh)

	Sr. No.	Particulars	Projected utilization of funds as per offer document	Actual utilization of funds till 31st March, 2018
	1.	Working Capital Requirements	2300.00	2727.04
	2.	Adjustment of Unsecured Loans against the entitlement including additional subscription	2500.00	2500.00
	3.	General Corporate purpose	1030.00	615.00
	4.	Issue related expenses	170.00	127.76
		Total	6000.00	5969.80

CHANGE IN THE NATURE OF BUSINESS

There were no change in the nature of the business of the Company, during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year as on 31st March, 2018 and the date of this report, i. e., 22^nd June ,2018.

OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named “Sumeet Global Pte Limited” in Singapore i registered with Registrar of Companies and Business, Singapore. Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountants of India and the provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

Pursuant to the provision of section 136 of the Act, the financial statements of the company, consolidated i financial statements along with the relevant documents and separate audited accounts in respect of Sumeet Global Pte Limited are available on the website of the company.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, i your company has exported products worth of Rs. 93.38 Crores.

At present company is exporting to Egypt, Saudi Arabia, China, Argentina, Poland, Vietnam, Philippines, Portugal, Morocco, Columbia, Bangladesh, Russia, Ethiopia, Mexico, Nepal, Brazil, Peru, Algeria, Thailand, j U.S.A, Singapore and Turkey etc. The company is weighing possibilities to export its value added newly | developed Carpet Yarns, Micro filament yarns, Dope dyed Yarns, Texturised Yarns etc. Exploring export markets has been a key area of focus for the company. Your Company expects more growth in the overall export sales in the current year also.

DEPOSITORY SYSTEM

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March 31, 2018 almost 96.38% of the Company’s total paid-up capital representing 8,29,13,911 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

CREDIT RATING

The Company’s financial discipline and prudence is reflected in the strong credit ratings ascribed by Brickwork Ratings India Limited as below :

Long Term Borrowing : BWR BBB, Outlook : Stable Short Term Borrowing : BWR A3 Outlook : Stable FIXED DEPOSITS

The Company has invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs. 396.14 Lacs during the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed in the financial year 2017-18. Total outstanding deposits after repaying on maturity as on 31.03.2018 has been remained Rs. 4,48,000/-. There were no deposits, which were claimed but not paid by the Company as on date.

DIRECTORS

Mr. Sumeet Kumar Somani (DIN No. 00318156), Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the Extra Ordinary General Meeting of the Company held on November 10, 2017 has appointed M/s. S.R. Somani & Co., Chartered Accountants (ICAI Registration no. 110367W) as Statutory Auditors of the Company to hold the office until the conclusion of the next Annual General Meeting of the Company. Later , M/s. S.R. Somani & Co. , Chartered Accountants has resigned w.e.f 01.04.2018 due to their other pre-occupied work assigned. M/s. Pamita Doshi & Co. Chartered Accountants, (ICAI Registration no.:141976W) has been appointed as Statutory Auditors of the company for the financial year 2017-18 to fill the casual vacancy up to the conclusion of the next Annual General meeting of the company in the Extra Ordinary General meeting held on 30.04.2018. Members are requested to re-appoint them at the Annual General Meeting.

b) Cost Auditors

The Company has been maintaining cost accounting records in respect of manufacture of polyester yarns pursuant to directives of the Central Government. The company has appointed M/s. V.M. PATEL & ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records for the financial year 2018-19 and approval of the members is being sought for ratification of their appointment and remuneration.

c) Internal Auditors

The Board has appointed M/s. RRA & Co., Chartered Accountants (ICAI Registration Number 112115W) as Internal Auditors of your company for the financial year 2018-19. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

d) Secretarial Auditors

Dhiren R. Dave, Practicing Company Secretaries (CP No. 2496, Membership No. 4889) were appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31 March 2018 is annexed herewith and forms part of the Annual Report as Annexure-1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Dhiren R. Dave, Practising Company Secretaries, as secretarial auditors of the Company for the financial year 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company’s Statutory Auditors confirming compliance with regulations relating to Corporate Governance of the Listing regulations are set out and forms part of this Annual report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the consolidated Financial Statements of the company, including the financial details of the subsidiary company forms part of this Annual report. The Consolidated Financial Statements have been prepared in accordance j with the Accounting Standard s prescribed under Section 133 of the Act.

PERSONNEL AND RELATD DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of managerial personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2 forming part of the Annual Report.

INTERNAL CONTROL SYSTEM

Your Company has a well-established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of | internal audit function to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Company’s ethos and policy and it has been pursuing on a sustained basis. The Company assists schools situated at nearby villages by distributing dresses & books among poor students and computers nearby situated primary schools etc. Technical education and training are imparted to the employees through Industrial Training and Workshops. Emphasis was laid on | creation of awareness amongst the villagers about the need to protect the environment. CSR activities carried | out by the Company have strengthened the relationship with local people. The main focus areas taken in the i policy are Education, Health Care, Environment safety, contribution to any relief fund set up by Government, Semi-Governments etc.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives j undertaken by the company on CSR activities during the year are set out in Annexure of this Report i in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. (Annexure - 3). The Policy is available on the website of the Company.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognizes people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unlease their potential and fulfill their aspirations.

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act; 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization’s risk exposures while achieving its objectives. Risk Management is an important business aspect | in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company’s risk-management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. The Risk Management Policy has j been reviewed and found adequate to the requirements of the Company by independent firms of Chartered Accountants and approved by the Board. A detailed report on significant risks and mitigation is forming part of Management’s Discussion and Analysis.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately i insured.

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Act and rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL | STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2017-18 till the date of this report. Further there was no change in the nature of business i of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION i 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, there were no such instances.

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company’s exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year-end have been capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 regarding j conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure-4 forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational ; efficiencies. The company has set up a separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments. It has institutionalized a multiple-stage quality control system at the material handling, operations and finished goods stage. Efforts are made to explore and develop more valued added category of yarns. The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption. The product lines of the plant are designed and re-engineered to change product with minimum changeover losses and thus meet customer requirement even for small quantities.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies j Act, 2013 is not required. Further, there are no material related party transactions during the year under review ; with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. j Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions ; entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement i giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (‘SEBI’). A separate | report on Corporate Governance along with Certificate from M/s. Pamita Doshi & Co., Chartered Accountants i on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in prescribed Form MGT-9 (Annexure-5) is forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement :

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

(b) 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 and loss of the Company for that period; \

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

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

(e) 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;

(f) 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.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto \ and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and Senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and Senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Company’s website www.sumeetindustries.com. The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually.

A declaration signed by the Company’s Managing Director for the compliance of this requirements is published in this Report.

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.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its directors , employees and Vendors are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e. www.sumeetindustries. com.

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES

A) BOARD MEETINGS :

The Board of Directors met 15 times during the financial year ended 31^st March, 2018 in accordance with ; the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in i the Corporate Governance Report forming part of the Annual report.

B) COMMITTEE MEETINGS :

AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. Dinesh Sharan Khare (Chairman), Mr. Sumeet Kumar Somani, Member, Mr. Dipesh Dasadia, Member and Mr. Abhishek Desai, Member.

All recommendations made by the Audit Committee were accepted by the Board during the year 2017-18. ; The brief details of the Audit Committee are given in Corporate Governance Report forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Mr. Dinesh Sharan Khare (Chairman), j Mr. Atma Ram Sarda, Member, Mr. Dipesh Dasadia, Member and Mr. Abhishek Desai, Member.

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Regulations (as may be j amended from time to time). Emphasis is given to persons from diverse fields or professionals.

The Nomination and remuneration Committee has framed the “ NOMINATION & REMUNERATION AND EVALUATION POLICY” (Annexure-6(i)) and “POLICY ON BOARD DIVERSITY” (Annexure-6(ii)) forming j part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee review and ensures redressal of investor grievances. The Stakeholders Relationship Committee of the Board comprises of Mr. Dinesh Sharan Khare (Chairman), Mr. Sumeet Kumar Somani, Member, Mr. Dipesh Dasadia, Member and Mr. Abhishek Desai, Member.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company’s policy on Corporate Social Responsibility (CSR) and the CSR activities of the company are carried out as per the instructions of the Committee.

The CSR committee of the Board comprises of Mrs. Gangadevi Somani, Chairman, Mr. Sumeet Kumar | Somani, Member and Mr. Dinesh Sharan Khare, Member.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. ;

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfillment of Directors’ obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and committee meetings.

This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board.

The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and are put up on the website of the company www.sumeetindustries.com. All new Independent Directors (IDs) i inducted in to the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and its procedures.

KEY MANAGERIAL PERSON

Pursuant to the provisions of section 203 of the Companies Act , 2013 read with rules framed thereunder the i following persons are the Key Managerial Personnel of the company.

1) Mr. Sumeet Kumar Somani, Managing Director

2) Mr. Anil Kumar Jain, Company Secretary

3) Mr. Abhishek Prasad, Chief Financial Officer

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

Sd/-

Place : Surat Shankarlal Somani

Date : 22^nd June, 2018 Chairman

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Mar 31, 2016

DIRECTOR''S REPORT

To The Members of Sumeet Industries Limited

The Directors have pleasure in presenting the 28th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2016.

The Company has delivered a mixed performance despite considerable headwinds. The Company has registered consolidated revenue of Rs. 1235.41 Crores with Net Profit of Rs. 18.92 Crores. We, remained resolute and relentless in our quest for strengthening our cost-competiveness, better management of working capital and operational excellence across all businesses.

FINANCIAL RESULTS (_{R in lacs})

r Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Sales & Income form operation	105248.48	93103.32	123540.79	116533.33
Other Income	542.99	669.22	572.99	91.85
Profit before Financial cost, Depreciation
and Exceptional items & Tax ( EBIDTA )	9012.68	8011.24	9431.86	8547.42
Less : Interest	4161.08	3536.00	4357.51	3708.60
Depreciation	2013.57	1973.20	2013.57	1973.21
Profit before Tax	2838.03	2502.04	3060.78	2865.61
Less : Provision for Taxation
Current tax	567.83	500.60	583.17	544.75
Mat Credit	-525.04	-462.87	-525.04	-462.87
Deferred Tax	1030.37	566.07	1030.37	566.07
Profit after Tax	1764.87	1898.24	1972.28	2217.66
Less : Taxation for previous year	80.41	52.50	80.41	52.50
profit available for appropriation	1684.46	1845.74	1891.87	2165.16
Dividend on Equity & Pref. Shares
Transfer to General Reserve	1684.86	1845.74	1891.87	2165.16

OPERATIONS

Despite challenging business environment the company has posted a satisfactory performance for the year under review. The company has produced 90891.72 Tons of Pet Chips / Polyester and Texturised Yarn and dispatched 90493.18 Tons of Pet Chips / Polyester and Texturised yarns.

Income from operation (Consolidated) of the company has increased from Rs. 1165.33 Crores to Rs. 1235.41 Crores. EBIDTA has been increased from Rs. 85.47 Crores to Rs. 94.32 Crores and Net profit after Tax (Consolidated ) has been marginally decreased from Rs. 21.65 Crores to Rs. 18.92 Crores in comparison to previous year. Our earning per shares stand at Rs. 2.90 and Book Value per Shares at Rs. 42.81 (Based on equity shares) as on 31st March , 2016.

Two important factors which improved the performance of bottom-line during the year despite headwinds were : a) Saving in energy cost due to sourcing of power through open access and high sales in quantities term in the last quarter of the year under review. To further strengthen the company’s drive on cost optimization , the company has hired the services of a well reputed consulting firm for detailed cost study.

The year 2015-16 remained one of the challenging year as the polyester industry faced several challenges. Firstly, crude prices remained decline during the year, which triggered reduction in prices for Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG) (key raw materials for polyester manufacturing). Secondly, the government levied Anti-Dumping Duty on PTA imports, which resulted in an increase in raw material cost.

Your company are enhancing its capacity on producing speciality and value added yarns and focusing on expanding market reach both in domestically and internationally , cost optimization and elevating people potential.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report , forming part of this Annual Report.

DIVIDEND

The Board of directors do not recommended to declare dividend during the year due to ploughing back the profit to be utilized in the setting up new modification cum expansion programs and general corporate purposes.

EXPAINSION & MODERNISATION

The Company is cautiously watching development in synthetic yarn industries and also evaluating various options which could be available to it for its growth strategy. Until such time, it will continue to put its thrust on reengineering of its existing operations and carry on balancing investment in modification of existing equipment’s and some fresh investments in energy conservation schemes.

During the financial year under review , the company has modified its spinning lines for improving its operational costs and efficiencies through the following strategic projects which are :-

1) Position of 4 nos. of existing FDY line has been modified for producing colour FDY Yarns.

2) Process Line of P.P. Yarn has been modifying for manufacturing Colour Polyester Yarns. After completion of this modification , the company will produce 4500 TPA Colour Polyester Yarns.

3) In old POY Plant additional 48 end winders are adding to enhance the production capacity and after completion of this modification , POY production of the company will be increased by 4500 TPA.

4) F. O. based 4.8 MW Captive Genset Power Plant has been installing to further reducing power cost . OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named “Sumeet Global Pte Limited“ in Singapore registered with Registrar of Companies and Business, Singapore. Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountants of India and the provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

Pursuant to the provision of section 136 of the Act, the financial statements of the company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of Sumeet Global Pte Limited are available on the website of the company.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your company has exported products worth of Rs. 131.85 Crores.

At present company is exporting to Egypt, Saudi Arabia, China, Argentina, Poland, Vietnam, Philippines, Portugal, Morocco, Columbia, Bangladesh, Russia, Ethiopia, Mexico, Nepal, Brazil, Peru, Algeria, Thailand, U.S.A, Singapore and Turkey etc. The company is weighing further possibilities to export its value added newly developed Carpet Yarns. Exploring export markets has been a key area of focus for the company. Your Company expects more growth in the overall export sales in the current year also.

DEPOSITORY SYSTEM

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March 31, 2016 almost 94.71% of the Company’s total paid-up capital representing 5,80,39,738 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

CREDIT RATING

The Company’s financial discipline and prudence is reflected in the strong credit ratings ascribed by Brickwork Ratings India Limited as below :-

Long Term Borrowing : BWR BBB, Outlook : Stable

Short Term Borrowing : BWR A3

FIXED DEPOSITS

The Company has invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs. 396.14 Lacs during the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed in the financial year 2015-16. Total outstanding deposits after repaying on maturity as on 31.03.2016 has been remained Rs. 2,02,79,000/-. There were no deposits, which were claimed but not paid by the Company as on date.

DIRECTORS

Mr. Shankarlal Somani (DIN No. 00165238), Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

As per provisions of the Companies Act, 2013, Independent Director may be appointed for a term up to five years and shall not be liable to retire by rotation. Accordingly the Board recommends the appointment of Mr. Bhagchand Chordia (DIN No. 00165398) and Mr. Atmaram Sarda (DIN No. 06713264) as Independent Director of the Company for a term upto 3 (Three) consecutive years and whose office shall not be liable to retire by rotation.

The company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

The details of proposal of appointment/re-appointment of Mr. Shankarlal Somani, Mr. Bhadchand Chordia and Mr. Atmaram Sharda is mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 of the Notice of the 28th Annual General Meeting.

AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 27th Annual General Meeting of the Company held on September 30, 2015, appointed M/s. Pradeep Singhi & Associates, Chartered Accountants, (ICAI registration no.:108029W) as Statutory Auditors of the Company to hold the office until the conclusion of the next Annual General Meeting of the Company. Members are requested to reappoint them at the Annual General Meeting.

b) Cost Auditors

The Company has been maintaining cost accounting records in respect of manufacture of polyester yarns pursuant to directives of the Central Government. The company has been appointed M/s. V.M. PATEL & ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records for the financial year 2016-17 and approval of the members is being sought for ratification of their remuneration.

c) Internal Auditors

The Board has appointed M/s. RRA & Co., Chartered Accountants (ICAI Registration Number 112115W) as Internal Auditors of your company for the financial year 2016-17. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

d) Secretarial Auditors

M/s. Dhiren R. Dave, Practicing Company Secretaries (CP No. 2496, Membership No. 4889) were appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is annexed herewith and forms part of the Annual Report as Annexure-1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Dhiren R. Dave, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2016-17.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 (VIII) (D) of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the FY 2015-16 duly reviewed by Audit Committee and approved by Board forms part of this Report.

PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of managerial personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures that the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2 forming part of the Annual Report.

INTERNAL CONTROL SYSTEM

Your Company has a well established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Company’s ethos and policy and it has been pursuing on a sustained basis. The Company assists schools situated at near by villages by distributing dresses & books among poor students and computers nearby situated primary schools etc. Technical education and training are imparted to the employees through Industrial Training and Workshops. Emphasis was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR activities carried out by the Company have strengthened the relationship with local people. The short fall of Rs. 13.40 Lacs in the amount spent on CSR activities during the year ended on 31st March ,2016 is intended to be utilized in future upon identification of suitable projects within your company’s CSR policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. (Annexure-3). The Policy is available on the website of the Company.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Sumeet Industries’ people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the year.

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act; 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization’s risk exposures while achieving its objectives. The company’s risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company.. The focus shifts from one area to another area depending upon the prevailing situation. 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. A detailed report on significant risks and mitigation is forming part of Management’s Discussion and Analysis.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2015-16 till the date of this report. Further there was no change in the nature of business of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, there were no such instances.

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

CHANGE IN SHARE CAPITAL

During the year under review the company has issued and allotted 1,00,00,000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each at a premium of Rs. 5/- aggregating Rs. 15.00 Crores to the Promoters and Promoter group.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company''s exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure-4 forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. The company has set up a separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments. It has institutionalized a multiple-stage quality control system at the material handling, operations and finished goods stage. Efforts are made to explore and develop more valued added category of yarns. The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to reengineer the products & process to reduce cost and optimize material consumption. The product lines of the plant are designed and re-engineered to change product with minimum changeover losses and thus meet customer requirement even for small quantities.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (‘SEBI’). A separate Report on Corporate Governance along with Certificate from M/s. Pradeep Singhi & Associates, Chartered Accountants on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in prescribed Form MGT-9 (Annexure-5) is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(b) 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 and loss of the Company for that period;

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

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

(e) 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;

(f) 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.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and Senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to it''s Directors and Senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Company’s website www.sumeetindustries.com. The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually.

A declaration signed by the Company’s Managing Director for the compliance of this requirements is published in this Report.

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.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its directors , employees and Vendors are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e. www.sumeetindustries.com

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES

A) BOARD MEETINGS :

The Board of Directors met 17 times during the financial year ended 31st March, 2016 in accordance with the provisions of the Companies Act,2013 and rules made there under. The details thereof are given in the Corporate Governance Report forming part of the Annual report.

B) COMMITTEE MEETINGS :

AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. B.C. Chordia ( Chairman ) , Mr. Sumeet Kumar Somani , Member and Mr. Atamram Sarda , Member.

All recommendations made by the Audit Committee were accepted by the Board during the year 2015-16. The brief details of the Audit Committee are given in Corporate Governance Report forming part of the Annual report .

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Mr. B. C. Chordia (Chairman), Mr. Atamram Sarda, Member and Mr. Dinesh Sharan Khare, Member.

The Nomination and Remuneration Committee and this Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (LODR) Regulation, 2015 (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals.

The Nomination and remuneration Committee has framed the “NOMINATION & REMUNERATION AND EVALUATION POLICY “(Annexure-6 (i)) and “POLICY ON BOARD DIVERSITY (Annexure-6 (ii)) “forming part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee review and ensures redressal of investor grievances. The Stakeholders Relationship Committee of the Baord comprises of Mr. B. C. Chordia (Chairman), Mr. Atamram Sarda, Member and Mr. Sumeet Kumar Somani, Member.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual report .

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company’s policy on Corporate Social Responsibility (CSR) and the CSR activities of the company are carried out as per the instructions of the Committee.

The CSR committee of the Board comprises of Mrs. Gangadevi Somani, Chairman , Mr. Sumeet Kumar Somani, Member and Mr. Atmaram Sarda , Member.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board.

The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

KEY MANAGERIAL PERSON

Mr. Shankarlal Somani who is Managing Director (Executive), Mr. Sumeet Kumar Somani, the Executive Director and Chief Financial Officer and Mr. Anil Kumar Jain, Company Secretary who have been appointed before commencement of the Companies Act, 2013 are the Key Managerial Personnel of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

Sd/-

Place : Surat Shankarlal Somani

Date : 4th August 2016 Chairman cum Mg. Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report and Audited Statement of Accounts for the year ended 31stMarch, 2014.

The robustness of any business is effectively measured by how the company performs in its most challenging period. The Indian economy passed through a difficult phase with business activities showing downsizing growth in most of sectors due to depreciation in the value of the rupee, rising crude prices, high inflation etc. Even during an economic slowdown, your company has continued to grow and registered net profit of Rs. 1761.54 Lacs and Turnover of Rs. 110799.62 Lacs due to efficient management of energy and overhead cost, general improvement in operational efficiency and better management of working-capital. We have further strengthen our competitive capabilities to deliver more consistent growth focusing on cost rationalization and consolidating capabilities.

FINANCIAL RESULTS (Rs. in lacs) (Rs. in lacs) 31-03-14 31-03-13

Gross profit before interest & 8170.69 7067.39 Depreciation

Less: Interest 3050.90 2171.88

Depreciation 2452.85 1989.86

Profit before Tax 2666.94 2905.65

Less : Provision for Taxation

Current Tax 559.00 581.34

MAT Credit (559.00) (581.35)

Deferred Tax 873.32 944.70

Profit after Tax 1793.62 1960.96

Less : Taxation of Previous Year 32.08 45.02

Profit available for appropriation 1761.54 1915.94

Dividend on Equity & Pref. Share - 269.82 and Dividend Tax Short Prov. For Dividend for previous year - -

OPERATIONS

The company has posted a satisfactory performance for the year under review. The company has produced 87460.918 Tons of Pet Chips / Polyester / Polypropylene Multifilament Yarn and dispatched 78905.632 Tons of Pet Chips / Polyester / P.P. Yarns.

Income from operation of the company has marginally decreased from Rs. 1159.34 Crores to Rs. 1108.00 Crores. EBIDTA has been increased from Rs. 70.67 Crores to Rs. 81.71 Crores and Net profit after Tax has been marginally decreased from Rs. 19.16 Crores to Rs. 17.62 Crores in comparison to last year.

DIVIDEND

The Board of directors do not recommended to declare dividend during the year due to ploughing back the profit to be utilized in the setting up new Texturising Machineries and general corporate purposes.

EXPANSION & MODERNISATION

During the year under review your company has successfully commissioned Waste Recycling plant with 5400 TPA capacity and also efforts are being made for increasing the capacity of recycled chips. Under this plant company is producing chips from wastage yarns of polyester.

During the year the company has also successfully increased it''s spinning capacity of FDY production by upgrading old eight end winders by replacing them with twelve end high speed winders and thereby total capacity of the FDY production has been increased from 40600 TPA to 51450 TPA.

During the year the company has also set up 66 KV Sub-station at its plant and taking supply of power from DGVCL. The company is also sourcing power from open access purchase through grid under open access regulation.

NEW PROJECT

In the current financial year, the company is going to setup8(Eight) new Texturising machineries as forward integration with total capacity of 40 Tons per day to produce DTY yarns of varied deniers & filaments.

The company is also exploring enhancing the capacity of manufacturing recycled chips from Waste Recycling Plant by importing some more machinery of new technologies.

OVERSEAS SUBSIDIARY COMPANY

The company has incorporated a wholly owned subsidiary company in Singapore registered with Registrar of Companies and Business, Singapore. Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountants of India and the provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your company has exported products worth of Rs. 286.75 Crores in comparison to Rs. 122.24 Crores in the last year showing an increase of 134% over previous year.

At present company is exporting to Bangladesh, Egypt, Saudi Arabia, China, Argentina, Iran, Poland, Vietnam, Philippines, Israel, Morocco, Columbia, Ethiopia, Mexico, Nepal, Brazil, U.S.A& Singapore etc. Exploring export markets has been a key area of focus for the company. Your Company expects more growth in the overall export sales in the current year also.

DEPOSITORY SYSTEM

As members are aware, the company''s shares are compulsorily tradable in the electronic form. As on March 31, 2014 almost 94.62% of the Company''s total paid-up capital representing 5,80,39,738 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

FIXED DEPOSITS

The Company has invited deposits from public in accordance with the section 58 A of the Companies Act, 1956 (corresponding Section 73 and 74 of the Companies Act, 2013) to the tune of Rs. 396.14 Lacs . There were no deposits, which were claimed but not paid by the Company.

DIRECTORS

Mr. Bhagchand Chordia (DIN No. 00165398), Director of the company, would retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors at their meeting held on 28/06/2014 has appointed Smt. Ganga Devi Somani, (DIN No.06913790) as an Additional director of the company. Smt. Ganga Devi Somani retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(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 or loss of the Company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(v) The Director, in the case of a listing Company, 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

(vi) 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.

AUDITORS

M/s. Pradeep Singhi & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. Members are requested to re-appoint them at the Annual General Meeting.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacturing of Partially Oriented Yarn (POY), Fully Draw Yarn (FDY), Polypropylene Multifilament Yarn (PPMFY) & Pet Chips as required. The company has appointed Mr. Vipin M. Patel, Cost Accountant for conducting the audit of such records for the financial year 2013-14.

PERSONNEL

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. As required by the provisions of Section 217 (2A) of the Companies Act, 1956 (corresponding to section 134 of the Companies Act, 2013) read with Companies (Appointment & remuneration) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures that the most appropriate people are recruited in to the organization.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Company''s ethos and policy and it has been pursuing this on a sustained basis. The Company assists schools situated at near by villages by distributing dresses, books among poor students etc. Technical education and training are imparted to the employees through Industrial Training and Workshops. Emphasis was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR activities carried out by the Company have strengthened the relationship with local people. During the year under report your Company constituted CSR Committee and drawn up Company''s CSR policy to plan and implement CSR activities as per provision of Companies Act, 2013

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (corresponding to section 124 & 125 of the Companies Act, 2013) an amount of Rs. 12,81,128/- which pertains to the dividend for the year 2006-07, and remained unpaid or unclaimed for a period of 7 years, has been transferred by the Company to the Investor Education & Protection Fund.

INTERNAL CONTROL SYSTEM

The Company''s internal control system includes audit and verification of compliance with defined policies and procedures by Internal Audit Function. The internal auditors independently evaluate the adequacy of internal controls and audit the sample of the transactions in value terms. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization''s risk exposures while achieving its objectives. The company''s risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing situation. During the year under review, highest importance was given to the management of foreign currency exchange rate fluctuation risk.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company''s exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The company has now set up 66 Kva Sub-Station at its plant and taking supply of power from DGVCL. The company is sourcing power through open access purchase from grid under open access regulation and thereby reducing its power cost substantially in comparison to power generated from Gas. Further this is also being resulted to the company in utilizing stable power supply leading to higher production efficiency.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 (Corresponding to section 134 of the Companies Act, 2013), read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure "A" forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. The company has set up a separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments. It has institutionalized a multiple-stage quality control system at the material handling, operations and finished goods stage. The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption. The product lines of the plant are designed to change product with minimum changeover losses and thus meet customer requirement even for small quantities.

CORPORATE GOVERNANCE

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement forms integral part of this Annual Report.

iii) Your Company is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

By order of the Board Directors

Sd/- Place : Surat Shankarlal Somani Date :11th August 2014 Chairman cum Mg.Director

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Mar 31, 2013

TO, THE MEMBERS

The Directors have pleasure in presenting the 25th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2013.

The overall performance of the current year was satisfactory due to efficient management of energy and overhead cost, general improvement in operational efficiency and better management of working-capital. We have further strengthen our competitive capabilities to deliver more consistent growth focusing on cost rationalization and consolidation capabilities.

FINANCIAL RESULTS

(Rs. in lacs) (Rs. in lacs) 31-03-13 31-03-12

Gross profit before interest & Depreciation 7067.39 5817.92

Less : Interest 2171.88 1081.19

Depreciation 1989.86 1201.75

Profit before Tax 2905.65 3534.98

Less: Provision for Taxation

CurrentTax 581.34 818.54

MAT Credit (581.35) (521.21)

Deferred Tax 944.70 388.07

Profit after Tax 1960.96 2485.53

Less : Taxation of Previous Year 45.02 73.53

Profit available for appropriation 1915.94 2412.00

Dividend & Dividend Dist. Tax (F.Y 2011-12) 269.82 -

Short Prov. For Dividend & Dividend for previous year (F.Y. 2010-11) - 208.16



OPERATIONS

The company has posted a satisfactory performance for the year under review. The company has produced 91936.934 Tons of Pet Chips / Polyester / Polypropylene Multifilament Yarn and dispatched 86875.80 Tons of Pet Chips/Polyester/Polypropylene MultifilamentYarn.

Income from operation of the company has increased from Rs. 824.48 Crores to Rs. 1159.34 Crores. EBIDTA has been increased from Rs. 58.18 Crores to 70.67 Crores and Net profit after Tax has been decreased from Rs. 24.12 Crores to Rs. 19.16 Crores in comparison to last year.

DIVIDEND

The Companyhasnotdeclaredanydividendforthefinancialyearended2013,dueto ploughing backthe profits to be utilized in the proposed up-gradation of the FDY plant.

EXPANSION & MODERNISATION

During the year under review your company has successfully commissioned Polyester Filament yarn ( POY & FDY) a direct spinning unit through MEG and PTA, thereby total capacity of the spinning has been increased from 53000 TPA to 82800 TPA The commercial production of the same has been commenced since month of May, 2012.

During the current financial year the company has envisaged a plan to increase its spinning capacity of FDY production by upgrading old eight end winders by replacing them with twelve end high speed winders. The total project cost of up gradation is approx Rs. 41.50 Crores and there by total capacity of the FDY production will be increased from 40600 TPAto 51450 TPA.

NEW PROJECT

In the current financial year, the company has successfully commissioned Wastage Recycling Plant with 5400 TPA capacity. Under this plant company is producing chips from polyester wastage yarns. The commercial production of the same has been commenced in the month of June, 2013.

The company has also set up 66 KV Sub- stations at its plant and taking supply of power from DGVCL. The company is sourcing power from open access purchase through grid under open access regulation and thereby reducing its power cost substantially in comparison to power generated from Natural Gas.

OVERSEAS SUBSIDIARYCOMPANY

The company has incorporated a wholly owned subsidiary company in Singapore registered with Registrar of Companies and Business, Singapore. During the financial year under review, the company has not made any investment in its subsidiary company.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your company has exported products worth of Rs. 122.24 Crores in comparison to Rs. 9.08 Crores in the lastyear.

At present company is exporting to South Africa, Bangladesh, Egypt, Saudi Arabia, China, Peru, Argentina, Portugal, Indonesia, Iran, U.S.A& Singapore etc. Exploring export markets has been a key area of focus for the company. Your Company expects more growth in the overall export sales in the current year also.

DEPOSITORYSYSTEM

As members are aware, the company''s shares are compulsorily tradable in the electronic form. As on March 31, 2013 almost 94.17% of the Company''s total paid-up capital representing 5,82,89,738 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review.

DIRECTORS

Mr. Vinod Kumar Ladia, Director of the Company being retire by rotation does not offer themselves for re-appointment. The Board of Directors recommended the name of Mr. Atma Ram Sarda as a Director of the company. Necessary resolution for theirappointment has been placed inthenoticeforapproval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(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 atthe end of the financial yearand of the profit or lossof the Companyfortheyearunder review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Pradeep Singhi & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1-B)of the Companies Act, 1956. Members are requested to re-appoint them at the Annual General Meeting.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Partially Oriented Yarn ( POY ), Fully Draw Yarn ( FDY ), Polypropylene Multifilament Yarn ( PPMFY ), Pet Chips as required. The company has appointed Mr. Vipin M. Patel, Cost Accountant for conducting the audit of such records for the financial year2012-13.

PERSONNEL

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 175 as amended, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. Tothat effect, your company has undertaken a series of measures which ensures that the most appropriate people are recruited in to the organization.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization''s risk exposures while achieving its objectives. The company''s risk management policy stems from a philosophy of pursuing sustainablegrowth and creating economicvaluewhile calibrating and mitigating risks.The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing situation. During the year under review, highest importance was given to the management of foreign currency exchange rate fluctuation risk.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company''s exposure to foreign exchange and interest rate, the company enters into foiward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies (Accounting Standard)Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

During the current year, the company has stopped captive generation of power from gas based Genset due to steep rise in the prices of Natural Gas. The company has now set up 66 KV Sub-Station at its plant and taking supply of power from DGVCL. The company is sourcing power through open access purchase from grid under open access regulation and thereby reducing its power cost substantially in comparison to power generated from Natural Gas. Further this is also being resulted to the company in utilizing stable power supply leading to higher production efficiency.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure "A" forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. The company has set up a separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments. It has institutionalized a multiple-stage quality control system at the material handling, operations and finished goods stage. The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption. The product lines of theplantare designed to change product with minimum changeover losses and thus meetcustomerrequirementevenforsmall quantities.

CONSTITUTION OF AUDIT COMMITTEE

Pursuant to the provisions of Sections 292A of the Companies Act, 1956, the Board of Directors has Audit Committee comprising ofthree directors namely Shri BhagchandChordia.Shri SumeetKumarSomani and Shri Devi Prasad Saboo.

CORPORATEGOVERNANCE

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement are made as a part of the Annual Report.

iii) Your Company is listed with Bombay Stock Exchange Limited and National Stock Exchange Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors wish to placeon record theirdeep sense of appreciation for devoted services of the Executives, Staff and workersoftheCompanyforitssuccess.



On behalf of the Board of Directors

Place : Surat SHANKARLAL SOMANI

Date :13th AUGUST 2013 Chairman cum Mg. Director

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Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012.

In the year under review, we have further strengthen our competitive capabilities to deliver more consistent growth focusing on cost rationalization and consolidation capabilities.

Despite rising interest rates, rupee appreciation, high inflation, volatility in capital flows, your company has been able to earn net-profit of Rs. 2412.00 Lacs due to efficient use of raw materials, energy conservation, overhead cost cutting and better management of working-capital.

FINANCIAL RESULTS

31-03-12 31-03-11

Gross profit before interest & Depreciation 5817.92 6139.39

Less: Interest 1081.19 832.14

Depreciation 1201.75 1177.60

Profit before Tax 3534.98 4129.65

Less: Provision for Taxation

Current Tax 706.17 818.54

MAT Credit 167.29 (521.21)

Deferred Tax 175.99 388.07

Profit after Tax 2485.53 3444.25

Less : Taxation of Previous Year 73.53 28.51

Profit available for appropriation 2412.00 3415.74

Divided on Pref. Share and Dividend Tax - 69.96

Equity Dividend & Dividend Dist. Tax - 466.38

Short Prov. For Dividend for previous year 2412.00 4420.51

Balance transfer to Balance sheet

OPERATIONS

The company has posted a satisfactory performance for the year under review. The company has produced 68408.420 Tons of Pet Chips / Polyester / Polypropylene Multifilament Yarn and dispatched 67630.95 Tons of Pet Chips / Polyester / P.P. / Poly yarns.

Income from operation of the company has increased from Rs. 820.40 Crores to Rs. 824.48 Crores. EBIDTA has been marginally decreased from Rs. 61.39 Crores to 58.18 Crores and Net profit after Tax has been decreased from Rs. 34.16 Crores to Rs. 24.12 Crores in comparison to last year.

DIVIDEND

Your directors have pleasure to recommend Dividend of 4% i.e. Rs. 0.40 per share on face value of Rs. 10/- on the paid up equity share capital of the company for the year ended 31st March, 2012. The dividend will be free of tax in the hands of recipients.

EXPANSION & MODERNISATION

During the current financial year, your company has successfully commissioned Polyester Filament yarn (POY & FDY) a direct spinning unit through MEG and PTA, thereby total capacity of the spinning has been increased from 53000 TPA to 100000 TPA. The company has also successfully commissioned 8.6 MW Gas based Genset Power Plant, thereby total captive power generation capacity has increased from 8.6 MW to 17 MW. The commercial production of the same has been commenced in the month of May, 2012.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your company has exported Pet Chips and Polyester Chips products of Rs. 908.63 Lacs.

At present company is exporting Pet Chips and Polyester yarns to South Africa, Bangladesh, Egypt, Saudi Arabia, China, Peru, Argentina, Portugal, Indonesia, Iran, U.S.A & Singapore etc. Exploring export markets has been a key area of focus for the company. Your Company expects reasonable growth in the overall export sales in the current year.

QIP PLACEMENTS

During the year 2011-12, your company has made equity offering to Qualified Institutional Buyers ("QIBs") and allotted 1,82,94,578 Nos. of Equity shares of face value of Rs. 10/- each at a price of Rs. 30.25 (including premium of Rs.20.25 per equity share) to part finance its Rs. 150.00 Crores expansion project for enhancing its spinning capacity.

DEPOSITORY SYSTEM

As members are aware, the company's shares are compulsorily tradable in the electronic form. As on March 31, 2012 almost 94.09% of the Company's total paid-up capital representing 5,82,89,738 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories. '

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Mr. Devi Prasad Saboo retires by rotation and being eligible offer himself for re-appointment.

Mr. Rajkumar Somani, Managing Director and Mr. Mangilal Lahoti, Director have resigned from the Board. Mr. Shankarlal Somani, Chairman of the Board appointed as Chairman cum Managing Director of the Company, subject to the approval of the shareholders in the Annual General Meeting (AGM).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(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 or loss of the Company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

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

AUDITORS

M/s. Pradeep Singhi & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. Members are requested to re-appoint them at the Annual General Meeting.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Partially Oriented Yarn, Polypropylene Multifilament Yarn, Pet chips as required. The company has appointed Mr. Vipin M. Patel, Cost Accountant for conducting the audit of such records for the financial year 2011-12.

PERSONNEL

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 175 as amended, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures which ensures that the most appropriate people are recruited in to the organization.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. The company's risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing situation. During the year under review, highest importance was given to the management of foreign currency exchange rate fluctuation risk.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company's exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies ( Accounting Standard ) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

During the year 2011-12, the company has successfully commissioned 8.6 MW Gas based captive power plant and thereby increasing its total captive capacity to 17 MW, as a result of which substantial saving in energy costs have been accruing . Further this will also resulted to the company in utilizing stable power supply leading to higher production efficiency.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure "A" forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. For its recently commissioned Continuous Polymerization Plant (CP) and also for POY and FDY, the company has set up a separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments. It has institutionalized a multiple-stage quality control system at the material handling, operations and finished goods stage. The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption. The product lines of the plant are designed to change product with minimum changeover losses and thus meet customer requirement even for small quantities.

CONSTITUTION OF AUDIT COMMITTEE

Pursuant to the provisions of Sections 292A of the Companies Act, 1956, the Board of Directors has Audit Committee comprising of three directors namely Shri Bhagchand Chordia, Shri Sumeet Kumar Somani and Shri Devi Prasad Saboo.

CORPORATE GOVERNANCE

(i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

(ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement are made as a part of the Annual Report.

(iii) Your Company is listed with Bombay Stock Exchange Limited and National Stock Exchange Limited.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

Place : Surat SHANKARLAL SOMANI

Date : 21st AUGUST 2012 Chairman

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Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the 23rd Annual Report and Audited Statement of Accounts for the year ended 31st March, 2011. Despite rising interest rates, rupee appreciation, high inflation, volatility in capital flows, we felt consumer and business confidence is very strong and are reasonably balanced across the country. The confidence is supported by fast growing disposable income and corporate earnings. Manufacturing is expected to be a major driver of growth over the next few years. Your company has achieved Net profit of Rs. 34.44 Crores due to efficient usage of Raw material, Energy conservation, Quality of its finished products, Overhead cost cutting and Efficient management of working capital.

The efforts made by your Company in improving efficiencies 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 satisfied with the performance of your Company.

FINANCIAL RESULTS (Rs. in Lacs) (Rs. in Lacs)

Gross profit before Interest & Depreciation 6130.60 3100.11

Less : Interest 832.14 778.84

Depreciation 1168.81 643.20

Profit before Tax 4129.65 1678.07

Less : Provision for Taxation

Current Tax 818.54 159.28

MAT Credit (521.21) 0.00

Deferred Tax 388.07 92.41

Profit after Tax 3444.25 1105.81

Less : Taxation of Previous Year 28.51 20.95

Add : Balance Brought Forward 1541.11 927.63

Profit available for appropriation 4956.85 2012.49

Dividend on Pref. Share and Dividend Tax 69.96 3.46

Equity Dividend & Dividend Dist. Tax 466.38 467.92

Balance Transfer to General Reserve 0.00 0.00

Balance transfer to Balance sheet 4420.51 1541.11

OPERATIONS

The company has successfully commissioned expansion of 23500 TPA POY Plant and 21000 TPA FDY Plant in the month of March,2010 and the effect of operation of this plant has been satisfactory reflected in the financial year under review.

The company has produced 77267.696 Tons of Pet Chips / Polyester / Polypropylene Multifilament Yarn and dispatched 77565.130 Tons of Pet Chips / Polyester / P.P. / Poly Yarns.

Income from operation of the company has increased by 120 % from Rs. 376.78 Crores to Rs. 828.11 Crores. EBIDTA has increased from Rs. 31.00 Crores to Rs. 61.31 Crores and Net profit after tax has increased by 215% from Rs. 10.85 Crores to Rs. 34.16 Crores in comparison to last year.

DIVIDEND

Your directors have pleasure to recommend Dividend of 10% i.e Rs. 1/- per share on face value of Rs. 10/- on the paid up equity share capital of the company for the year ended 31st March, 2011. As per current paid-up capital, the total dividend and divided tax thereon would absorb an apx. sum of Rs. 466.38 Lacs. The dividend will be free of tax in the hands of recipients.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your company has exported Pet Chips and Polyester Chips products of Rs. 2553.50 Lacs as compared to Rs. 1139.77 Lacs in the last year an increase of 124% over the previous year.

At present company is exporting Pet Chips and Polyester yarns to South Africa, Bangladesh, Egypt, Saudi Arabia, China, Peru, Argentina, Portugal, Indonesia, Iran, U.S.A & Singapore etc. Exploring export markets has been a key area of focus for the company. Your Company expects reasonable growth in the overall export sales in the current year.

DEPOSITORY SYSTEM

As members are aware, the company's shares are compulsorily tradable in electronic form. As on March 31, 2011 almost 91.15% of the Company's total paid-up capital representing 3,64,55,718 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

NEW PROJECTS

In the year 2009-10, The company has successfully commissioned 100000 TPA Continuous Polymerization (C.P) Plant and 23500 TPA of POY Plant and 21000 TPA of FDY Plant during the year under review and the plants are running satisfactorily.

During the year, the Company has chalked out Rs. 530 Crores expansion plan for enhancing its manufacturing capacity of both POY and FDY and Pet Chips in two phases.

In the first phase of expansion production capacity of POY and FDY will be increased from 53000 TPA to 100000 TPA and setting up another 8 MW Gas based Genset Captive Power Plant with project cost of Rs.150.00 Crores. This expansion will utilize balance capacity of Polycondensation Plant as captive consumption by manufacturing POY/FDY directly from MEG & PTA instead of Producing PET Chips. This project will enhance the scale of operation and improve the cost competitiveness of company's product. After completion of this expansion total turnover of the company will be increased by Rs. 100 Crores and EBIDTA by Rs. 40 Crores. This project is expected to be on-stream by Apil,2012.

In the second phase of expansion new green field project of 200000 TPA Continuous Poly Condensation ( CP ) Plant will be setup to manufacture Bright FDY Yarns, POY Yarns, Yarn grade and Bottle grade Pet Chips and setting up another 18 MW Gas based Genset Power Project with total project cost of Rs. 400.00 Crores.

GAS BASED POWER PLANT

The Company has successfully commissioned 6 MW Gas based Genset Captive Power Plant in the year 2009- 10, thereby enhancing capacity of captive power generation by 8.5 MW at the company's plant at Karanj, Surat.

Being new expansion projects in line, the company is also in the process of setting up another 26 MW Gas based Genset captive power plant nearby its expansion project.

The Gas based Genset Power Plant is eligible to be registered as CDM projects and the existing 6 MW Gas based Plant is under validation process for getting registered with UN to be eligible to get carbon credits.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Mr. B. C. Chordia and Mr. Vinod Kumar Ladia retire by rotation and being eligible offer themselves for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(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 or loss of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Pradeep Singhi & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. Members are requested to re-appoint them at the Annual General Meeting.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Partially Oriented Yarn, Polypropylene Multifilament Yarn, Pet chips as required. The company has appointed Mr. V. Srinivasan, Cost- Accountant for conducting the audit of such records for the financial year 2010-11.

PERSONNEL

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 175 as amended, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures that the most appropriate people are recruited in to the organization.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. The company's risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing situation. During the year under review, highest importance was given to the management of Foreign currency exchange rate fluctuation risk.

INSURANCE

All the properties of the Company including buildings, plant and machineries & stocks have been adequately insured.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company's exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged immediately upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies ( Accounting Standard ) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

During the year 2009-10, the company has successfully commissioned 6 MW Gas based captive power plant and thereby increasing its total captive capacity to 8.5 MW, as a result of which substantial saving in energy costs have been accruing. Further this will also resulted to the company in utilizing stable power supply leading to higher production efficiency. Under the current expansion program to meet the power requirements, the company is also setting up another 8 MW Gas based captive Power Plant.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure "A" forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. For its newly commissioned Continuous Polymerization Plant (CP) and also for POY and FDY, the company has set up separate fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and Yarns with different deniers and filaments . The enhanced quality so developed has been performing well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption. The product lines of the plant are designed to change product with minimum changeover losses and thus meet customer requirement even for small quantities.

CONSTITUTION OF AUDIT COMMITTEE

Pursuant to the provisions of Sections 292A of the Companies Act, 1956, the Board of Directors has Audit Committee comprising of three directors namely Shri Bhagchand Chordia, Shri Sumeet Kumar Somani and Shri Mangilal Lahoti.

CORPORATE GOVERNANCE

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

ii) Pursuant to Clause 49 of the Listing agreement with Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement are made as a part of the Annual Report.

iii) Your Company is Listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and Workers of the Company for its success.

On behalf of the Board of Directors

Place : Surat SHANKARLAL SOMANI

Date : 15-07-2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report and Audited Statements of Accounts for the year ended 31st March, 2010. The year was an eventful year for Indian economy. Raw Material Prices i.e MEG , PTA have witnessed high fluctuation in their price trend in the last financial year. Price of agricultural products, minerals and metals, oil commodities and food stuffs were headed north and after a long decade economy witnessing double digit inflation.

Despite these your Company has been able to earn net profit of Rs. 11.06 Crores due to efficient usage of Raw material, Energy conservation, Quality of its finished products, Overhead Cost Cutting and better management of Working Capital.

The efforts made by by your Company in improving efficiencies 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 satisfied with the performance of your Company.

(Rs. in lacs) (Rs.in lacs)

FINANCIAL RESULTS 31-03-10 31-03-09

Gross profit before interest & Depreciation 3100.11 1446.68

Less: Interest 778.84 487.57

Depreciation 643.20 325.86

Profit before Tax 1678.07 633.25 Less : Provision for Taxation

Current Tax - 159.28

Deferred Tax 572.26 92.41

Profit after Tax 1105.81 381.56

Less : Taxation of Previous Year 20.95 1.84

Add : Balance Brought Forward 927.63 379.72

Profit available for appropriation 2012.49 641.23

Prov. for Divided and Dividend tax 471.38 0.00

Balance transfer to General Reserve 0.00 0.00

Balance transfer to Balance sheet 1541.11 1020.95

DIVIDEND

Your Directors have pleasure to recommend Dividend of 10% i.e. Rs. 1/- per share on the paid up equity share capital of the company for the year ended 31st March, 2010 . As per current paid-up capital, the total dividend and divided tax thereon would absorb an apx. sum of Rs. 471.38 Lacs. The dividend will be free of tax in the hands of recipients.

OPERATIONS

During the year under review, the company has successfully commissioned 100000 TPA Continuous Polymerization ( C.P. ) Plant and commercial production of the same has been started since 1st July, 2009

Another expansion of 23500 TPA POY Plant and 21000 TPA FDY Plant has been successfully commissioned in the month of March, 2010 and the full effect of operation of this plant will be reflected in the next financial year.

The company has posted a satisfactory performance for the year under review. The company has produced 39010.768 Tons of Pet Chips / Polyester / Polypropylene Multifilament Yarn and dispatched 38986.823 Tons of Pet Chips / Polyester / P.P. / Poly yarns. The Company has manufactured 13.66 Lacs Mtrs of Polyester Fabrics and dispatched 14.24 Lacs Mtrs of Polyester Fabrics. The company has also produced 162.680 Tons of Menthol Products.

Income from Operation of the Company has increased by 138 % from Rs. 158.26 Crores to Rs. 376.78 Crores and Net Profit After Tax has increased by 190% from Rs. 3.82 Crores to Rs. 11.06 Crores in comparison to last year.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review, your Company has exported Polyester Yarns, Pet Chips and Menthol products of Rs. 1139.77 Lacs as compared to Rs. 1119.61 Lacs in the last year.

At present company is exporting Pet Chips and Polyester yarns to South Africa, Bangladesh, Egypt, Saudi Arabia, China, Peru, Argentina, Portugal, Indonesia, Iran, U.S.A & Singapore etc. Exploring exports market has been a key area of focus for the company. Your Company expects reasonable growth in the overall export sales in the current year.

DEPOSITORY SYSTEM

As members are aware, the companys shares are compulsorily tradable in electronic form. As on March 31, 2010, almost 90.83% of the Companys total paid-up capital representing 3,63,26,108 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

NEW PROJECTS

The company has successfully commissioned 100000 TPA Continuous Polymerization ( C.P. ) Plant and 23500 TPA of POY Plant and 21000 TPA of FDY Plant during the year under review and the plants are running satisfactorily.

The Company has chalkout Rs. 530 Crores expansion plan for enhancing its manufacturing capacity of both POY and FDY and Pet Chips in two phases.

In the first phase of expansion production capacity of POY and FDY will be increased from 53000 TPA to 100000 TPA and setting up another 8 MW Gas based Genset Captive Power Plant with project cost of Rs.130.00 Crores. This expansion will utilize balance capacity of Polycondensation Plant as captive consumption by manufacturing POY/FDY directly from MEG & PTA instead of Producing PET Chips. This project will enhance the scale of operation and improve the cost competitiveness of companys product. After completion of this expansion total turnover of the company will be increased by Rs. 100 Crores and EBIDTA by Rs. 40 Crores.

In the second phase of expansion new green field project of 200000 TPA Continuous Poly Condensation ( CP ) Plant will be setup to manufacture Bright FDY Yarns, POY Yarns, Yarn grade and Bottle grade Pet Chips and setting up another 26 MW Gas based Genset Power Project with total project cost of Rs. 400.00 Croes. After completion of this project , the company will achieve record turnover of Rs. 2500.00 Crores mark.

This expansion will be party financed by ECB/FCTL/FCCB/TERM Loans and balance will be through internal accruals and Issue of Equity Shares by way of FPO/Rights/ QIP/Preferential Allotment.

GAS BASED POWER PLANT

The Company has successfully commissioned 6 MW Gas based Genset Captive Power Plant thereby enhancing capacity of captive power generation by 8.5 MW at the companys plant at Karanj, Surat.

Being new expansion projects in line , the company is also in the process of setting up another 26 MW Gas based Genset captive power Plant nearby its expansion project.

The Gas based Genset Power Plant is eligible to be registered as CDM projects and the project is under validation process for getting registered with UN to get carbon credits..

SUBSIDIARY COMPANIES

The company had a only subsidiary named Somani Industries (Nepal) Pvt. Ltd. which has been wind up and the loss of Rs. 33.28 Lacs in investment in the subsidiary company has been accounted for during the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Mr. Devi Prasad Saboo and Mr. Mangilal Lahoti retire by rotation and being eligible offer themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(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 or loss of the Company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s. Pradeep Singhi & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. Members are requested to re-appoint them at the Annual General Meeting.

COST ACCOUNTING RECORDS :

The Company has maintained cost accounting records in respect of manufacture of Partially Oriented Yarn, Polypropylene Multifilament Yarn, Pet chips and Menthol as required. The company has appointed Mr. V. Srinivasan , Cost Accountant for conducting the audit of such records for the financial year 2009-10.

PERSONNEL

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 175 as amended, no employee is drawing remuneration in excess of the prescribed limits.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organizations risk exposures while achieving its objectives. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The risk management policy is periodically examined and updated. The focus shifts from one area to another area depending upon the prevailing situation. During the year under review, highest importance was given to the management of foreign currency exchange rate fluctuation risk.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FOREIGN EXCHANGE TRANSACTIONS:

In order to hedge the companys exposure to foreign exchange and interest rate, the company entered into forward contracts. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies ( Accounting Standard ) Amendment Rules, 2009.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

During the year the company has successfully commissioned 6 MW Gas based captive power plant and thereby increasing its total captive capacity to 8.5 MW, as a result of which substantial saving in energy costs have been accruing. Further this will also resulted to the company in utilizing stable power supply leading to higher production efficiency.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure “A” forming part of this report.

RESEARCH & DEVELOPMENT

The Company is giving great emphasis to innovation in product and process technology and operational efficiencies. For its newly commissioned Continuous Polymerization Plant ( CP ), the company has set up a fully equipped well designed lab for testing of MEG and PTA and developing better quality of Pet chips and yarns with different deniers and filaments . The enhanced quality so developed will perform well in the domestic as well as in international market. Successful efforts are being made to re-engineer the products & process to reduce cost and optimize material consumption.

The product lines of the plant are designed to change product with minimum changeover losses and thus meet customer requirement even for small quantities. Further with commissioning of expansion project of POY and FDY, we will be able to produce POY of varied denier range fine to coarse.

CONSTITUTION OF AUDIT COMMITTEE

Pursuant to the provisions of Sections 292A of the Companies Act, 1956, the Board of Directors has Audit Committee comprising of three directors namely Shri Bhagchand Chordia, Shri Mangilal Lahoti and Shri Devi Prasad Saboo.

CORPORATE GOVERNANCE

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to

the Corporate Governance.

ii) Pursuant to Clause 49 of the listing agreement with Bombay Stock Exchange Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement are made as a part of the Annual Report.

iii) Your Company is listed with Bombay Stock Exchange Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

SHANKARLAL SOMANI Chairman

Place : Surat Date : 09-06-2010