Dear Shareholders,
 
 The Directors are pleased to present the 35th Annual Report of the
 Company together with its Audited Accounts forthe year ended 31st
 March, 2011.
 
 FINANCIAL REVIEW
 
                                                      (Rs. in Lacs)
                                    This year        Previous year
                                      2010-11              2009-10
 
 Gross Income                          83,801               64,683
 
 Net Income                            80,845               63,097
 
 Profit before exceptional 
 items, depreciation & tax             10,140                6,799
 
 Profit before extra-ordinary 
 items, depreciation & tax              9,509                6,799
 
 Profit before depreciation 
 & tax                                  9,653                7,407
 
 Less: Depreciation                     3,402                3,073
 
 Profit before tax                      6,251                4,334
 
 Tax on Income                          1,558                1,246
 
 (a) Current Tax               1,300               736
 
 (b) Deferred Tax                294               530
 
                               1,594             1,266
 
 Less: MAT Credit 
 Entitlement                      36                20
 
 Profit after Tax                       4,693                3,088
 
 Balance brought forward                1,044                  536 
 
 Excess Dividend Amount 
 Written Back                              38                    -
 
 Amount available for 
 appropriation                          5,775                3,623 
 
 Appropriations:
 
 Interim Dividend and 
 Tax thereon
 (paid during the year)                   344                  229
 
 Proposed Dividend on
 Preference Shares                       5.19                 5,19
 
 Proposed Final Dividend 
 on Equity Shares                         439                  295
 
 Tax on Dividend                           72                   50
 
 Transferto General 
 Reserve                                3,500                2,000
 
 Balance Carried to 
 Balance Sheet                          1,415                1,044
 
 Earning per share 
 (Rs): Basic :                          32.05                23.56
 
 Diluted:                               31.79                20.92
 
 
 OPERATIONS
 
 During the year 2010-11, your Company''s performance in all the areas of
 operations has improved significantly. Production of synthetic yarn
 increased to 274 Lac Kgs., up by 7%, and that of worsted yarn increased
 to 12.13 Lac Kgs., up by 92%.  Similarly, the production of suitings at
 324 Lac Mtrs. went up by 26%. The Company''s garment production also
 increased by about 30% to 20.45 Lac pes. The Company also made its
 forays in the production of technical textiles.
 
 During the year 2010-11, the Company''s net income from operations at
 Rs.808 Crores recorded a growth of 28% over Rs.631 Crores in 2009-10.
 The Company''s turnover of yarn increased by 18%, fabric by 37% and
 garments by 36% as compared to previous year. This conforms to the
 Company''s future business plan for a major thrust on value- added
 fabric and garment business.
 
 The profit before depreciation and tax for the year 2010-11 at Rs.96.53
 Crores recorded an impressive growth of about 30%.
 
 The profit before tax and net profit for the year at Rs.62.51 Crores
 and Rs.46.93 Crores were up by 44% and 52% respectively over the
 previous years to gives. During the current financial year, the Company
 has provided forthe liability of entry tax and interest thereon
 pertaining to the financial years from 2006-07 to 2010-11. The Company
 has paid Rs.1300 Lacs as income tax besides providing Rs.294 Lacs as
 deferred tax liability forthe year under report.
 
 The basic and diluted earning per share for the year 2010-11 works out
 to Rs.32.05 and Rs.31.79 respectively. (Previous year Rs.23.56 and
 Rs.20.92).
 
 EXPORTS
 
 During the year 2010-11, the export turnover at Rs.461 Crores, as
 against Rs.367 Crores during 2009-10, recorded an increase of 26%. Your
 Company recorded export growth in yarn by 31 % and fabric by 27%. The
 Company has maintained 65% share of export sales in the total turnover.
 
 During the year under report the Company''s marketing as well as design
 and development teams collected the feed-back in the international
 market by participation in the international trade fairs, meeting with
 the customers etc. The Company has added few more new customers World
 wide. Its design studio for fabric and garments helped the Company to
 penetrate in the new areas/customers domestically and internationally.
 
 DIVIDEND
 
 The Company has already paid interim dividend of Rs.2.00 per equity
 share in November, 2010. Your Directors are now pleased to recommend
 final dividend of Rs.3.00 per equity share. Thus, the total dividend is
 Rs.5.00 per equity share (Previous Year- Rs.3.50 per equity share) of
 Rs. 10/- each of the Company. The dividend payout for the year would
 aggregate Rs.733.45 Lacs besides dividend tax of Rs.120.13 Lacs. The
 Company has also paid 3% dividend on preference shares.
 
 INCREASE IN AUTHORIZED SHARE CAPITAL
 
 During the year 2010-11, the authorized share capital of the Company
 was increased from Rs.25 Crores divided into 2 Crores equity shares of
 Rs.10/- each and 5 Lacs Redeemable Preference shares of Rs.100/- each
 to Rs.50 Crores divided into Four Crores Fifty Lacs Equity Shares of
 Rs.10/- each and Five Lacs Redeemable Preference Shares of Rs.100/-
 each.
 
 On 27.04.2010, the Company has converted 16,50,000 warrants (issued on
 preferential basis to persons other than promoters @ Rs.41/- per
 warrant) into equal number of equity shares. In view of this issued
 share capital has increased from Rs.1,310.64 Lacs to Rs. 1,475.64 Lacs.
 
 In addition, during the year, 19160 partly paid up shares were made
 fully paid up, on receipt of allotment money from the concerned
 shareholders. In view of conversion of the above warrants and partly
 paid up shares into fully paid up shares, Paid up capital has increased
 from Rs.1,308.14 Lacs to Rs.1,474.09 Lacs.
 
 EXPANSION, DIVERSIFICATION AND MODERNIZATION
 
 During the year the Company has invested Rs.149.91 Crores for
 acquisition of fixed assets besides the capital work in progress at
 Rs.16.16 Crores and advances to the capital goods'' suppliers of Rs.7.65
 Crores as at 31st March, 2011.  Capacity expansion has taken place in
 all the areas of operations. The Ring spinning capacity increased by 
 7824 spindles, Air Jet spinning by 160 spindles, besides addition of 66
 looms in weaving section, 2 stenters in finishing house and 3 No. lines
 of production of Trousers & Jackets. The Company discarded 3768
 spindles and 22 looms, 2 looms were sold during the year. Besides this,
 the Company''s 2 unit of Captive Thermal Power Plant of 15 MW capacity
 was also commissioned in March, 2011.
 
 The total production capacity of the Company as at 31st March, 2011 for
 yarn production is 141412 ring spindles including 14400 spindles for
 worsted yarn spinning, 736 Air Jet spindles, 248 shuttle less looms, 20
 Air Jet jacquard looms, 7 stenters with processing capacity of 5
 million meters a month and 2.70 Lac pieces of garments per month.
 
 The Company has plans to invest about Rs.80 Crores for expansion and
 modernization of the plant during the year 2011-12. This would add
 18432 ring spindles, 96 looms and 2 No. lines for garments.
 
 JOINT VENTURE
 
 The Joint Venture (JV) Company, Carreman Fabrics India Ltd., has a
 fabric weaving plant of 60 Rapier Looms of its own along with 17
 additionally installed looms of your Company in its premises. Your
 Company has 50% stake in JV''s equity share capital. The JV Company
 manufactures fabric on job work basis for your Company, the total
 production during the year 2010-11 being Rs.64.83 Lacs grey meters as
 against Rs.65.65 Lacs grey meters in the year 2009-10. The JV Company
 earned net profit of Rs.24.13 lac during 2010-11 as against Rs.46.87
 Lacs during 2009-10; the shortfall in the profitability is attributed
 to lower productivity, increase in manufacturing expenses, repairs and
 employee cost.
 
 POWER PLANT
 
 The 2nd unit of Captive Thermal Power Plant of 15 MW capacity started
 generation of power from 9th March, 2011. The 1st unit of Captive
 Thermal Power Plant is also working satisfactorily. The total power
 generation capacity of the Company is now 33 MW.  During the year, the
 Company purchased coal from South Eastern Coalfields Ltd. (SECL)
 against the Fuel Supply Agreement. The coal purchases from SECL have
 reduced the cost of power generation. The Company has also applied for
 sanction of Govt, coal quota for the second unit of its Power Plant.
 
 FINANCE
 
 During the year 2010-11, the Company availed Term Loans aggregating
 Rs.94.67 Crores from Banks and Financial Institutions. The Company has
 applied for additional term loan of Rs.29 Crores to Exim Bank to part
 finance company''s expansion cum modernization project of Rs.36.25
 Crores.
 
 The Company''s bankers has provided the need base increase working
 capital limit during the year.
 
 CONTRIBUTION TO EXCHEQUER
 
 During the year, the Company contributed Rs.4,720 Lacs to the
 Government Exchequer by way of Excise Duty, Service Tax, Value Added
 Tax (VAT), Income Tax, Dividend Distribution Tax and other payments.
 
 SUBSIDIARY COMPANY
 
 The Company did not have any subsidiary as on 31st March, 2011.
 However, it has 50% stake in equity capital of Carreman Fabrics India
 Ltd., a Joint Venture Company between Banswara Syntex Ltd. and
 Carreman, France.
 
 CORPORATE GOVERNANCE / MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 As per Clause 49 of the Listing Agreements with the Stock Exchanges,
 the Company has adopted a Code of Conduct which is applicable to the
 members of the Board and senior management. The Company fully complies
 with the Corporate Governance practices as enunciated in the Listing
 Agreements; Corporate Governance Report and Management Discussion &
 Analysis Report are annexed and marked Annexure-I, which form part of
 this report.
 
 FIXED DEPOSITS
 
 The Company has not issued any advertisement inviting fixed deposits
 from the public. However, it continues to accept deposits from public.
 As on 31st March, 2011, the Company had such deposits aggregating
 Rs.793.64 Lacs. Deposits which matured during the year were either
 renewed or repaid. All the interest and principal dues are being paid
 regularly. The Company has duly complied with the provisions of the
 Companies (Acceptance of Deposits) Rules, 1975.
 
 DIRECTORS
 
 The Board of Directors has, in its meeting held on 6th February, 2011
 appointed Shri P.K. Bhandari as an additional Director. He holds office
 until the conclusion of ensuing Annual General Meeting. A proposal for
 his re-appointment is being placed before the Annual General Meeting
 for approval by the shareholders.
 
 In accordance with the provisions of Articles of Association of the
 Company, Shri D.P. Garg, Shri A. N. Jariwala and Shri S.B.  Agarwal,
 are retiring by rotation and, being eligible, offer themselves for
 re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) of the Companies Act, 1956, with 
 respect to Directors'' Responsibility Statement, it is hereby confirmed
 that:
 
 I. In the preparation of the annual accounts for the year ended 31st
 March, 2011 the applicable Accounting Standards have been followed and
 the Notes to the Accounts are self-explanatory.
 
 ii. The Directors have selected such Accounting Policies and applied
 them consistently and made judgments and estimates, that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2011 and of the profit of the Company
 for the year ended on that date.
 
 iii. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting frauds and other
 irregularities.
 
 iv. The Directors have prepared the annual accounts of the Company for
 the year ended 31st March, 2011 on a going concern basis.
 
 AUDIT COMMITTEE
 
 In accordance with the requirement of Clause 49 of the Listing
 Agreements with Stock Exchanges, the Board has constituted the Audit
 Committee which presently comprises three independent Directors viz.
 Shri P. Kumar (Chairman), Shri Kamal Kishore Kacholiaand Shri S. B.
 Agarwal as members.  The composition, role, functions and powers of the
 Audit Committee are in accordance with the applicable laws and the
 Listing Agreements with the Stock Exchanges.
 
 AUDITORS
 
 Statutory Auditor
 
 M/s. Kalani & Company, Chartered Accountants, Jaipur, hold office as
 the Auditors of the Company until the conclusion of the ensuing Annual
 General Meeting and are eligible for re- appointment. They have
 furnished a Certificate to the effect that the re-appointment, if made,
 would be within the limits prescribed under Section 224(1 -B) of the
 Companies Act, 1956.
 
 Cost Auditor
 
 The Central Government has approved the appointment of the M/s. K.G.
 Goyal & Company, Cost Accountants, Jaipur, as Cost Auditors for
 conducting Cost Audit for the financial Year 2010-11.  The Cost Audit
 Report for the year 2010-11 shall become due for filing on 27th
 September, 2011. The report is under process.  M/s. K.G. Goyal &
 Company, Cost Accountants, Jaipur, have been appointed Cost Auditors of
 the Company for the financial year 2011 -12. They have furnished a
 Certificate to the effect that their appointment, if made, would be
 within the limits prescribed under Section 224(1 -B) of the Companies
 Act, 1956.
 
 AUDITORS''REPORT
 
 As regards the Auditors'' observations, the relevant Notes on Accounts
 are self-explanatory and, therefore, do not call for any further
 comments, except in the matter of non payment of Service Tax and Cess
 thereon of Rs.26.20 Lacs and disputed liabilities of Rs.11.74 Lacs
 towards the excise duty and Rs.631.56 Lacs towards entry tax. The
 matter pertaining to service tax refunds taken by the Company are under
 appeal with CESTAT, New Delhi and Commissioner Appeal, Jaipur,
 Rajasthan. Excise duty demand is under appeal, with Hon''ble High Court
 Rajasthan & Joint Secretary Govt, of India while the Entry Tax case is
 pending with Hon''ble High Court, Rajasthan.  The Company has paid
 Rs.201.81 Lacs on 11.04.2011 against Entry Tax Dues. The Company has
 also given Solvent Security Undertaking of Rs.315.28 Lacs to Commercial
 Taxes Department.
 
 These liabilities will be met, if necessary, on final decision of the
 respective Appellate Authorities.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
 AND OUTGO
 
 Information pursuant to the provisions of Section 217 (1) (e) of the
 Companies Act, 1956, in relation to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, in accordance with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed and marked Annexure ''II'', which forms
 part of this report.
 
 DEMATERIALIZATION OF SHARES
 
 In pursuance of SEBI / Stock Exchange directions, your Company offered
 demat option to its esteemed shareholders so as to enable them to trade
 the shares in the demat form. In response, 97.25% shares have been
 converted into demat form up to 31st March, 2011. The stock code number
 in NSDL and CDSL for equity shares of the Company is ISIN - INE 629
 D01012.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under report, the relations between the Company''s
 management and its staff/workers continued to remain cordial. The
 Directors place on record their deep appreciation of the devoted
 services of the workers, staff and the executives.
 
 As required under the provisions of Section 217 (2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended, the particulars of employees of the Company who were
 in receipt of remuneration of Rs.5,00,000/- per month or more are
 annexed and marked Annexure ''III,'' which forms part of this report.
 
 ACKNOWLEDGMENT
 
 Your Directors wish to express their grateful appreciation for the
 co-operation and assistance extended to the company by the financial
 institutions, banks, various Central & State Government Departments,
 Customers and Suppliers during the year under review. The Directors
 thankfully acknowledge the continuous support and guidance of all the
 shareholders and, more importantly, for the confidence reposed in the
 Company''s manaqement.
 
                                       For and on behalf of the Board
 
                                                        R.L.TOSHNIWAL
                                         Chairman & Managing Director
 
 Place: Mumbai 
 Date : 16th May, 2011