We have pleasure in presenting the 45th Annual Report and Audited
 Statements of Accounts of the Company for the year ended 31st March,
 2011. The overall performance of the current year was satisfactory
 inspite of high raw material and fuel oil prices and lower sales of
 Nylon Tyre Cord Fabric (NTCF). The lower off-take of NTCF by the tyre
 companies was mainly due to labour unrest at their factories and high
 level of imports of bus & truck tyres in the third quarter of the
 financial year that forced tyre companies to cut their production.
 
 FINANCIAL RESULTS
 
                                         Rs. / Lacs
 
                                    This Year    Previous Year
 
 Sales / Income from Operations
 (Less Excise Duty)                    134433           123087
 
 Profit before Depreciation, 
 Interest, Exceptional Items 
 and Tax                                17792
                                                         22437
 Add / (Less):
        Depreciation                   (6115)           (6106)
        Interest (Net)                 (1058)            (741) 
        Taxation (Net)                 (2683)           (5238)
 
 Voluntary Retirement
 compensation                               -            (336)        
 
 Net Profit                              7936            10016
 
 Add: Balance brought forward from
 previous year                          18616            11629
 
 Profit available for appropriation     26552            21645
 Less :Dividend                          1420             1311
       Tax on Dividend                    231              218
       General Reserve                   1500             1500
 
 Balance carried forward to
 next year                              23401            18616
 
 
 
 DIVIDEND
 
 We recommend a dividend at the rate of 65% (i.e. Rs. 6.50 per Equity
 Share of Rs.10/- each) for the year ended 31st March, 2011 (Previous
 year 60% i.e. Rs.6/- per Equity Share of Rs.10/- each).
 
 COURSE OF BUSINESS AND OUTLOOK
 
 As required under Corporate Governance, the Managements Discussion and
 Analysis Report which is forming a part of this report, is a refection
 of the current state of business. It also
 
 deals with the opportunities and challenges faced by your Company and
 the outlook for the future.
 
 Your Company would like to add that in view of high crude oil prices in
 the international market, the prices of raw material and fuel oil are
 likely to remain firm in the current financial year and may cause
 pressure on profit margins. However, with the recently completed
 capital expenditure of about Rs. 200 crores, your Company is hopeful of
 improved performance in the current financial year.
 
 With growing Indian economy and good demand growth in end- used
 products i.e. synthetic textile and automobile tyres, the long-term
 outlook remains positive.
 
 EXPANSION & MODERNISATION
 
 The trial runs in connection with capacity expansion of Nylon Tyre Cord
 Fabric (NTCF) by 7500 tons per annum have been completed and process
 conditions are being stabilised for regular commercial production as
 per the requirements of tyre companies. It is expected to achieve full
 capacity utilization within 3 months. 13 MW gas based power plant has
 been successfully commissioned at Pune site. There is some delay in
 installation of 4 MW LNG gas based power plant at Bharuch.  The same is
 now expected to be commissioned by the third quarter of current
 financial year.
 
 Most of the modernisation and de-bottlenecking projects undertaken by
 the Company have been completed. The installation of new Nylon
 Polymerisation capacity is on hold and will be reviewed in due course.
 
 HUMAN RESOURCE DEVELOPMENT AND ENVIRONMENT
 
 The report on Managements Discussion and Analysis includes its
 observations on human relations, approach to human resource
 development, safety, health and environment.
 
 The Company provides a fair and equitable work environment to all its
 employees, and with support from their seniors, is fully engaged in
 developing their skills. The Company is continuously working to create
 and nurture an atmosphere which is highly motivated, result-oriented
 and adaptable to changing business environment.
 
 The Directors place on record their appreciation for workmen, staff and
 management in bringing improvement at all levels in factories and
 offices of the Company and effective response to changing environment.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Particulars in respect of conservation of energy, technology absorption
 and foreign exchange earnings and outgo, as required by the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are set out in a separate statement attached hereto and forming
 part of the report.
 
 CORPORATE GOVERNANCE
 
 Your Company reaffirm its commitment to Corporate Governance and is
 fully compliant with the conditions of Corporate Governance stipulated
 in clause 49 of the Listing Agreement with the Stock Exchanges. A
 separate section on compliance with the conditions of Corporate
 Governance and a Certifcate from the firm of practising Company
 Secretaries dated 2nd May, 2011 in this regard is annexed hereto and
 forms a part of the Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956 and on the basis of explanation and compliance certificate given
 by the executives of the Company, and subject to disclosures in the
 Annual Accounts and also on the basis of discussions with the Statutory
 Auditors of the Company from time to time, we state as under:
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed;
 
 ii) that the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit of the Company for that period;
 
 iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) that the directors had prepared the annual accounts on a going
 concern basis.
 
 DIRECTORS
 
 In accordance with Articles of Association of the Company, Mr.R. A.
 Shah and Mr.B. S. Mehta, Directors of the Company will retire by
 rotation and being eligible, offer themselves for re-appointment.
 
 AUDITORS
 
 Messrs. Price Waterhouse, the Auditors of the Company will retire from
 the office of the Auditors and being eligible offer themselves for
 re-appointment. Their remuneration for the current year is to be fixed
 by you.
 
 COST AUDITORS
 
 The Cost Accounts records maintained by your Company for the products -
 Polyester and Nylon are subject to yearly audit by qualified Cost
 Auditors. Your Company has appointed M/s. N.I.  Mehta & Co., a firm of
 Cost Auditors for conducting the audit of such records for the
 financial year 2010-11.
 
 PARTICULARS OF EMPLOYEES
 
 Pursuant to the provisions of Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of employees are set out in
 the Annexure to the Directors Report.  However, as per the provisions
 of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding
 the aforesaid information is being sent to all members of the Company.
 Any member, who is interested in obtaining such particulars about
 employees may write to the Company Secretary at Registered Office of
 the Company.
 
                           For and on behalf of the Board of Directors
 
                                                           B. K. BIRLA
                                                         G. M. SINGHVI
                                                           (Directors)
 
 Place : Mumbai 
 Date  : May 02, 2011