The Directors are pleased to present their 26th Annual Report on the
 affairs of the Company together with the Audited Statement of Accounts
 for the year ended 31st March, 2012.
 
                                                 2011-12       2010-11 
                                            (Rs. in lacs) (Rs. in lacs) 
 
 FINANCIAL RESULTS
 
 Profit before Finance Cost, Depreciation, 
 Tax (excluding profit on sale of Assets
 at Calicut)                                      775.28       2677.18
 
 Less: Finance Costs                             1211.22       1107.87
 
 Profit/(Loss) before Depreciation               (435.94)      1569.31 
 
 Less: Depreciation                              1002.51        992.36
 
                                                (1438.45)       576.95
 
 Add: Profit on Sale of Assets at Calicut        2179.27             - 
 
 Profit/(Loss) Before Tax                         740.82        576.95
 
 Less: Provision for Income Tax                   154.85         63.61 
 
 Add: Deferred Tax Assets                         220.56             -
 
 Add: MAT Credit Entitlement                       27.13         61.01
 
 Profit/(Loss) for the year                       833.66        574.35
 
 Balance brought forward from previous year       504.26        (70.09)
 
 Balance of Profit/(Loss) Carried to Balance 
 Sheet                                           1337.92        504.26
 
 OPERATIONS
 
 During the year the turnover of the Company was Rs.245.39 Crores as
 compared to Rs.207.43 Crores in the previous year. There is a net loss
 before tax of Rs. 14.38 Crores as compared to profit of Rs.5.76 Crores
 in the previous year from manufacturing operations.  However on account
 of Sale of Assets at Calicut there is a net profit after tax for the
 year of Rs.8.34 Crores.
 
 AWARDS
 
 Your Directors are pleased to inform you that your Company has been
 awarded State Level Award by Maharashtra Energy Development Agency (A
 Government of Maharashtra Institution) for excellence in Energy
 Conservation and Management in the Textile Sector for the year 2009-10.
 
 REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS.
 
 The Audit Committee constituted by the Board has been functioning over
 the last eleven years. The Committee renders valuable services to the
 Board on several issues particularly on Internal Controls, Accounting
 Policies and Corporate Governance norms. The Board of Directors
 appointed Shri Dharam Paul as Chairman of the Audit Committee.
 
 Similarly, the Shareholders'' / Investors'' Grievance Committee met
 regularly throughout the year and overviewed the operations of the
 Share Transfer Registrar, response to Investors Grievances, progress of
 dematerialisation and other matters.
 
 The Company has complied with clause 49 of the Listing Agreement
 pursuant to SEBI guidelines. Accordingly, report on Corporate
 Governance and Management Discussion and Analysis are enclosed and form
 part of this Report.
 
 INDUSTRIAL RELATIONS
 
 The Company continued its endeavor in maintaining peace and harmony
 across all levels of employment in the Organisation in the year under
 review.
 
 PARTICULARS OF EMPLOYEES, CONSERVA- TION OF ENERGY, TECHNOLOGY ABSORP-
 TION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information relating to Conservation of Energy, Tech- nology Absorption
 and Foreign Exchange Earnings and Outgo required under Section 217 (1)
 (e) of the Com- panies Act, 1956, is set out in the separate statement
 attached to this Report and forms part of it.
 
 The particulars of employees, as required under Section 217(2A) of the
 Companies Act, 1956, are given in a separate statement attached to this
 report and form part of it.
 
 DIRECTORS
 
 In terms of the provisions of the Companies Act, 1956 and article 104
 of the Articles of Association of the Company, Shri P P Dundh, Shri
 M.L. Bagaria and Shri A.  R. Garde retire from office by rotation and,
 being eligible, offer themselves for re-appointment.  Appropriate
 resolutions for the re-appointment of the aforesaid Directors are being
 moved at the ensuing Annual General Meeting which the Board recommends
 for your approval.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
 confirm that:
 
 1.  in the preparation of Annual Accounts, the appli- cable accounting
 standards have been followed;
 
 2.  appropriate accounting policies have been selected and applied
 consistently, and judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the State
 of Affairs of the Company as at March 31, 2012 and of the Net Profit of
 the Company for the period from April 1, 2011 to March 31, 2012;
 
 3.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 4.  the annual accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s. Lodha & Co., the Statutory Auditors of the company, will retire at
 the forthcoming Annual General Meeting of the company and, being
 eligible, offer themselves for re-appointment.
 
 Your Directors request the Shareholders to appoint Statutory Auditors
 of the Company for the Current Year.
 
 COST AUDITORS
 
 Pursuant to a directive of the Central Government, the Company is
 required to subject its Cost Records to Cost Audit in respect of its
 manufacturing operations every year. Accordingly, M/S A.  G. Anikhindi
 & Co., qualified Cost Auditors have been appointed to carry out audit
 of the cost accounts maintained by the Company for the year ended 31st
 March, 2012.
 
 INSURANCE
 
 The Company has taken comprehensive risk cover to insure all the
 properties of the Company.
 
 ACKNOWLEDGEMENT
 
 Your directors wish to place on record their appreciation and thankful
 acknowledgement for valuable assistance the Company received from all
 Lending Bankers.
 
                                               On behalf of the Board
  
 Place : Mumbai                                         K. K. PATODIA
 
 Date : 26th May, 2012                                       Chairman