Dear Members,
 
 The Directors have pleasure in presenting the Twenty Second Annual
 Report together with the Audited Statements of Accounts of the Company
 for the financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The Summarized financial results of the Company for the year ended 31
 st March, 2011 as compared to the preceding year are as under:
 
                                                         (Rs in lacs)
 
                                    Current Year        Previous Year
                                     (2010-11)            (2009-10)
 
 Total Income                           29399.96             19922.37
 
 Profit before Interest and 
 Depreciation                            3632.65              2430.07
 
 Less: Interest and Finance 
 expenses                                 737.45               785.37
 
 Less: Depreciation                       889.93               691.83
 
 Profit before Tax                       2005.27               952.87
 
 Provision for Tax - Current Tax         (419.00)             (161.94)
 
 - Deferred Tax (Net)                      (3.44)              (17.93)
 
 - MAT credit available for set off       218.70               127.30 
 
 Profit after Tax                        1801.53               900.30 
 Surplus brought forward 
 from Previous year                      1812.90              1125.48
 
 MAT Credit (Reversed)/ 
 Recognized for earlier years            (17.35)                 0.45
 Taxation adjustments for 
 earlier years (Net)                        5.91               (11.66)
 
 Balance available for 
 appropriation                           3602.99              2014.57 
 
 Appropriations:
 
 Reserves
 
 -General                                (45.04)                    -
 
 -Debenture Redemption                   (49.50)                    -
 
 Interim Dividend
 
 - Preference Shares                           -               (45.00)
 
 - Equity Shares                               -               (49.28)
 
 Tax on Interim Dividend                       -               (16.02)
 
 Proposed Dividend
 
 - Preference Shares                     (45.00)               (11.25)
 
 - Equity Shares                        (164.04)               (66.85)
 
 Tax on Proposed Dividend                (33.91)               (13.27)
 
 Surplus carried to Balance Sheet        3265.50              1812.90
 
 OPERATIONS
 
 During the year under review, the Company''s performance has been quite
 impressive as turnover and profits scaled new heights. The Company
 recorded a substantial growth of 46.46% in its Turnover which rose to Rs
 29128.96 lacs from Rs 19888.34 lacs in the preceding year. The Profit
 after Tax was placed at Rs 1801.53 lacs as against Rs 900.30 lacs in the
 preceding year, recording a substantial increase of over 100%.  The
 improvement in performance of the Company has been mainly on account of
 increase in production capacity, higher realizations, improved
 operational efficiencies and better cost control. The increased
 capacity of 18000 TPA was operationalised during October, 2010 and the
 full effect thereof will be reflected in the working of current
 financial year. During the year under review, the export sales also
 registered significant growth which stood at Rs 5024.10 lacs as against
 Rs 3080.69 lacs (F.O.B. value) in the preceding year.
 
 The Company is considering an expansion plan to increase its existing
 recycling capacity. Besides this the company is also planning to move
 forward into value chain through setting up of a green field project
 for manufacturing of spun yarn.
 
 The performance of the Company during the Current Year continues to be
 encouraging and barring unforeseen circumstances, your Directors expect
 your Company to achieve even better results during the year.
 
 DIVIDEND
 
 Based on the Company''s outstanding performance during the year, your
 Directors are pleased to recommend for approval of the members, a
 dividend of Rs 1.20 per share (i.e. @ 12%) on Equity Shares of Rs 10/-
 each, involving cash outflow of Rs 1,90,65,139/- (inclusive of dividend
 distribution tax of Rs 26,61,139/-), and Rs 10/- per share on 10%
 Cumulative Redeemable Preference Shares (Series I & II) of Rs 100/-
 each, involving cash outflow of Rs 52,30,013/- (inclusive of dividend
 distribution tax of Rs 7,30,013/-), for the financial year 2010-11.
 
 FINANCE
 
 During the year under review, the Company has been sanctioned an
 additional Corporate Loan of Rs 6.00 crores and Cash Credit Limit of Rs
 2.40 crores from its bankers to meet an increased requirement of
 working capital.
 
 During the year, the Company has allotted 30,00,000 Convertible
 Warrants to ''Promoters & Others'' on preferential basis convertible into
 equal number of Equity Shares of Rs 10/- each at a price of Rs 40/- per
 share.
 
 During the year, 13,50,000 Equity Shares have been allotted consequent
 upon conversion of outstanding Warrants, to ''Promoters and Others'' on
 Preferential Basis.
 
 The amount raised through the aforesaid issues, has been utilized for
 the expansion project at Rudrapur (Uttarakhand) unit and general
 corporate purposes.
 
 With the aforesaid allotments of Equity Shares, the total Paid-up
 Equity Share Capital of the Company stood increased from Rs 1232.00 lacs
 to Rs 1367.00 lacs.
 
 In addition, the Company has also raised an amount of Rs 1350.00 lacs by
 allotment of 15,00,000 Optionally Convertible Debentures (OCDs) of Rs
 90/- each to ''Green India Venture Fund'', a trust fund of IFCI Venture
 Capital Funds Ltd., on preferential basis, convertible into equal
 number of Equity Shares of the Company.  The issue proceeds are being
 utilized for ongoing expansion project as well as general corporate
 purposes.
 
 CHANGE IN NAME
 
 Your Company is engaged in the business of Recycling of post consumer
 PET bottle waste into Regenerated Polyester Staple Fibre, an
 eco-friendly activity which has now become dominant business activity
 of the Company generating substantial revenues. With a view to make the
 name of the Company indicative and reflective of its main activities,
 it has been decided to change the name of the Company from GANESH
 POLYTEX LIMITED to GANESHA ECOSPHERE LIMITED. The Resolution for
 effecting change in name of the Company is placed for approval of
 Members at the ensuing Annual General Meeting.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a Management Discussion an Analysis Report is provided in a
 separate section forming part of the Annual Report.
 
 DIRECTORS
 
 During the year, Shri Satpal Arora, nominee of IFCI Venture Capital
 Funds Ltd., has been inducted on th Board of Directors of the Company
 as an Additional Director, who holds office up to the date of ensuin
 Annual General Meeting and is eligible for appointment as Director of
 the Company.
 
 Pursuant to the provisions of the Companies Act, 1956 and Articles of
 Association of the Company, Shr Pradeep Kumar Goenka and Shri Vishwa
 Nath Chandak, Directors of the Company retire from the Board b rotation
 and being eligible, they have offered themselves for re-appointment.
 
 During the year, Shri Anoop Gupta ceased to be Director of the Company
 w.e.f. 01.10.2010. The Board place on record its appreciation for the
 valuable services rendered by him during his tenure as Director of th
 Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
 of the Company, in respect of th financial year ended 31st March, 2011,
 confirm that: -
 
 a) In preparation of Annual Accounts, the applicable Accounting
 Standards have been followe along with proper explanation relating to
 material departures, if any;
 
 b) they have selected such accounting policies and applied them
 consistently and made judgment and estimates that are reasonable and
 prudent so as to give a true and fair view of the state o affairs of
 the Company at the end of the Financial year and of the Profit of the
 Company for tha year;
 
 c) they have taken proper and sufficient care for the maintenance of
 adequate Accounting Record in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of th Company and for
 preventing and detecting fraud and other irregularities;
 
 d) They have prepared Annual Accounts on a going concern basis.
 
 AUDITORS AND AUDITORS'' REPORT
 
 The term of office of the present auditors of the Company, M/s.
 Mehrotra Rakesh Kumar & Co., Chartere Accountants, Kanpur expires at
 the conclusion of ensuing Annual General Meeting and being eligible,
 the have confirmed their willingness to accept office, if re-appointed.
 
 The observation of the Auditors'' in para 2(g) of their report with
 respect to change in method of provisio for depreciation on
 Furniture/Fixtures and Office Equipments at Kanpur Unit, to Written
 Down Valu Method as against Straight Line Method hitherto followed, has
 been fully explained in Note No. 18 o Schedule 18 to the financial
 statements.
 
 As regards Auditors'' remarks in para 9(i) of the Annexure to their
 report stating slight delay in payment o statutory dues, it is
 clarified that the Company had been regular in depositing statutory
 dues except in few cases of procedural delays, which have been
 subsequently made good.
 
 COST AUDITOR
 
 M/s. R.M. Bansal & Co., Cost Accountants, have been appointed as Cost
 Auditors of the Company to conduct th audit of the Cost Accounts of the
 Company in respect of its Textile products for the financial year
 2010-11 an the Cost Audit Report will be filed with the Central
 Government by the due date i.e. 27th September, 2011.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As per the requirement of Section 217(1)(e) of the Companies Act, 1956,
 read with Companies (Disclosur of Particulars in the Report of the
 Board of Directors) Rules, 1988, the particulars relating to
 Conservatio of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo are annexed hereto a Annexure ''A'', forming part of
 this report.
 
 PARTICULARS OF EMPLOYEES
 
 As none of the employees of the Company was in receipt of remuneration
 in excess of limits prescribed, particulars of employees under Section
 217(2A) of the Companies Act, 1956, read with Companies (Particulars of
 Employees) Rules, 1975 as amended, are not required to be given.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance along with Certificate from
 the Auditors of the Company regarding compliance of the conditions of
 Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement with the Stock Exchanges forms part of the Annual Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to place on record appreciation
 for the co-operation and support extended by various Departments of
 Central and State Government(s), Bankers and Business associates.
 
 Your Directors also wish to place on record appreciation to all the
 employees for their sincere and dedicated services rendered to the
 Company and are also grateful to all the shareholders of the Company
 for reposing continued trust and confidence in the management of the
 Company.
  
                                       For and on behalf of the Board
 
 Place : Kanpur                                     (Shyam S. Sharma)
 
 Date  : 5th August, 2011              Chairman and Managing Director