To, The Members of GSL NOVA PETROCHEMICALS LTD.
 
 (Formerly Known as NOVA PETROCHEMICALS LTD.)
 
 The Directors have pleasure in presenting the 19th Annual Report and
 Audited Statement of Accounts for the year ended 31st March 2012.
 
 The Operational and Financial highlights are as under: -
 
                                                    (Rs.in Lacs)
 Particulars                            2011-2012       2010-2011
 
 Net Sales & Other Income                15844.15        22072.08
 
 Profit before Interest, 
 Depreciation & Tax(PBDIT)                (298.29)         793.45
 
 Less : Interest & Financial Charges      1021.34          775.27
 
 Profit before Depreciation              (1319.63)          18.18
 
 Less : Depreciation                       536.98          604.92
 
 Profit/(Loss) before Exceptional Item   (1856.61)        (586.74)
 
 Profit/(Loss) on Exceptional Item            Nil             Nil
 
 Profit / (Loss) before Tax              (1856.61)        (586.74)
 
 Less : Provision for Tax                     Nil             Nil
 
 Add : Provision for Deferred Tax             Nil             Nil
 
 Profit After Taxation/(Loss)            (1856.61)        (586.74)
 
 Add : Balance Brought 
 from Previous Year                      (3684.55)       (3097.81)
 
 Profit Available for Appropriations     (5541.16)       (3684.55) 
 
 Less : Appropriations (a) Dividend           Nil             Nil
 
 (b) General Reserve                          Nil             Nil
 
 Balance Carried to Balance Sheet        (5541.16)       (3684.55)
 
 PERFORMANCE:
 
 During the year under review, your company has achieved Net Sales and
 Other Income of Rs 158.44 crores as compared to previous year''s Net
 Sales and Other Income of 220.72 crores. The Loss before Interest,
 Depreciation and Tax was Rs 2.98 crores for the FY 2011-12 as compared
 to Profit before Interest, Depreciation and Tax (PBDIT) of Rs 7.93
 crores for the previous FY 2010-11. The Cash Loss (Loss before
 Depreciation) was Rs 13.19 crores for the FY 2011-12 as compared to Cash
 Profit of Rs 0.18 crores for the previous FY 2010-11. The net loss
 during the year under review was Rs 18.57 crores as compared to net loss
 of Rs 5.87 crores for the previous year of the company. The operations
 of the company are influenced from change in prices of raw materials,
 fuel prices, lower demand of yarn as well as lower rate of sales
 realization due to excess supply over demand resulting in to overall
 lower sales and capacity utilisation etc.
 
 PRESENT COURSE OF BUSINESS AND OUTLOOK:
 
 The Management''s discussion and analysis report, as required under
 corporate governance, forming a part of this report, is a reflection of
 the current state of business. It also deals with the opportunities and
 threats faced by your company and the company outlook.
 
 The Prospect of synthetic yarn industries is linked with the movement
 of crude oil prices in international market as the raw material of
 synthetic yarn are derivatives of crude oil. One of the events that
 have dominated the world map right from the beginning of 2011 is the
 political uproar in the Middle East and North African region. The
 fallout of the event was a sudden and steep rise in the price of crude
 oil.
 
 However the prospect of chips plant based on old aged batch processing
 technology are bleak in view of high conversion cost and competition
 arisen from creation of huge capacity from new plants based on
 continuous process technology. To overcome the said situation, the
 management of your company decided to purchase chips directly from the
 market. In view of the same, poly chips plant remained idle during the
 year under review. Though the management had further explored the
 possibility of modernization of the chips plant and also of
 manufacturing other than textile grade of chips in this plant but the
 same was not materalised as the banks have reservations for further
 financing in view of delay in split of bank facilities between two
 companies and continuous losses.
 
 DEMERGER
 
 To give further effect to the Scheme of Arrangement in the nature of
 Demerger, your Company executed fresh documents with banks for
 splitting the existing limits between Demerged and Resultant companies
 in accordance with the approved Scheme of Demerger.
 
 Further, inter se transfer of shares of the company between two
 promoter groups were also partly completed to implement the said scheme
 of demerger.
 
 RESTRUCTURING OF BANK DUES UNDER CDR MECHANISM:
 
 As the members are aware, the Company has taken considerable finance
 from banking institutions, secured by the assets of the Company. In
 view of losses incurred by the company, the CDR and Banks while
 approving restructuring and also demerger have stipulated that the
 unsecured loan from Promoters group/associates be converted in to
 capital so that TNW remain positive all the time. In turn your company
 had applied to Stock Exchanges for in-principle approval for
 preferential issue of Equity shares. However in view of SEBI order
 dated 12.01.2010 restraining the company to access capital market for
 two years, same could not be complied with so far. The banks will have
 right to recompense in respect of waivers/sacrifice made by them for
 restructured debts under CDR mechanism.
 
 DIVIDEND:
 
 Due to loss incurred by the Company during the year 2011-12 coupled
 with accumulated losses, your directors regret their inability to
 recommend any dividend on the Equity Share Capital.
 
 DIRECTORS:
 
 The Board of Directors of the Company was reconstituted due to sad
 demise of an independent director Shri R.C. Jain on 3rd April, 2011.
 
 The Board of Directors appointed Shri Piyush R. Vyas as an additional
 Director during the year under review. Pursuant to the provisions of
 Section 260 of the Companies Act,1956, the term of office of Shri
 Piyush R. Vyas as an Additional Director of the Company expired at the
 conclusion of 18th Annual General Meeting.
 
 The Board of directors considered it in the best interest of the
 Company to continue to avail the benefit of the long and varied
 experience of Shri Piyush R. Vyas Accordingly, the Board had proposed
 to the members of the Company to appoint him as regular director on the
 Board liable to retire by rotation in 18th Annual General Meeting held
 on 30th September,2011. Shri Piyush R. Vyas was appointed as a director
 liable to retire by rotation by members of the company in 18th Annual
 General Meeting held on 30th September,2011. However, due to his ill
 health, he resigned as a director on the board w.e.f. 20th June, 2012.
 The board placed on record the valuable services rendered by him to the
 company during his tenure as director.
 
 Shri Shyam Gupta and Shri Sandeep Goyal, Directors of the Company,
 retire by rotation at the ensuing 19th Annual General Meeting and being
 eligible for re-appointment, have offered themselves for the
 re-appointment. Brief resume of the two Directors and names of
 companies in which they hold the Directorship as stipulated under
 Clause 49 of the Listing Agreement are given in the notes attached to
 the Notice calling 19th Annual General Meeting of the Company.
 
 REAPPOINMENT OF MANAGING DIRECTOR:
 
 The present term of office of Managing Director Shri Sunilkumar Gupta
 expired on 27th May, 2012. The appointment/reappointment of Managing
 Director and approval of terms of remuneration in accordance with the
 provisions of Companies Act, 1956 read with Schedule XIII thereto
 requires approval of shareholders in General Meeting. Hence, the board
 proposed a resolution for reappointment of Managing Director on expiry
 of his present term on 27th May, 2012 in 18th Annual General Meeting of
 Share holders of the company held on 30th September, 2011 so that
 approval is obtained prior to expiry of his present terms of office of
 Managing Director. The resolution approving the terms of re-appointment
 and remuneration was passed in 18th Annual General Meeting held on 30th
 September,2011. However, in view of operational Losses, the Managing
 Director has voluntarily desired not to receive any remuneration from
 the date of his reappointment of fresh tenure of Five Years from 28th
 May,2012.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
 Directors'' Responsibility Statement is given as under,
 
 (i) That in the preparation of the annual accounts for the financial
 year ended 31st March 2012; the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures.
 
 (ii) That such accounting policies have been selected and applied
 consistently and judgements 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 at the end of the financial year and of the
 profit or loss of the Company for the year ended 31st March, 2012.
 
 (iii) That 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.
 
 (iv) That the annual accounts have been prepared for the financial year
 ended 31st March, 2012 on a going concern basis.
 
 INSURANCE:
 
 The Company has adequately covered all assets against all risks.
 
 AUDITORS:
 
 Auditors of the company M/s. J. T. Shah & Co. Chartered Accountants of
 Ahmedabad, will retire from the office of the Auditors at the
 conclusion of ensuing 19thAnnual General Meeting and being eligible,
 offer themselves for re-appointment from the conclusion of the ensuing
 Annual General Meeting till the conclusion of the next Annual General
 Meeting. The Company had pursuant to section 224 (1B) of the Companies
 Act,1956, received a certificate that their appointment, if made , will
 be within the limits as laid down in the section 224 (1B).
 
 COMPLIANCE REPORT BY COST ACCOUNTANT:
 
 Pursuant to Section 209 (1)(d) and Rule 2 of The Companies (Cost
 Accounting Records) Rules,2011 the company shall file compliance report
 duly authenticated and signed by Kiran J. Mehta, Partner of Kiran J.
 Mehta & Co. Cost Accountants having office at Ahmedabad for financial
 year 2011-12 in prescribed Form-A along with the annexure to the
 Central Government within prescribed time period from the close of the
 company''s financial year to which the compliance report relates.
 
 APPOINTMENT OF THE COST AUDITOR:
 
 As required under Cost Audit Branch Order dated 24th January, 2012
 issued under reference no. F. No. 52/26/CAB-2010 by Ministry of
 Corporate Affairs, Government of India , the industries engaged in the
 production, processing or manufacturing of Jute, Cotton, Silk, Woolen
 or Blended Fibers/ Textiles as covered under Chapters 50 to 63 of The
 Central Excise Tariff Act,1985 wherein the aggregate value of the turn
 over made by the company from sale or supply of all its products/
 activities during the immediately preceding financial year exceed 100
 crore of rupees or wherein the company''s equity or debt securities are
 listed or are in process of Listing on any stock exchange, whether in
 India or outside India, shall get its Cost Accounting Records, in
 respect of each of its financial year commencing on or after the 1st
 day of April,2012, audited by a cost auditor who shall be either a cost
 accountant or a firm of cost accountant, holding valid certificate of
 practice under the provision of Cost and Works Accountants Act,1959.
 Accordingly, the company in its board meeting held on 11th May, 2012
 had appointed Shri Kiran J. Mehta, Partner of M/S Kiran J. Mehta & Co.
 Cost Accountants having its office at 257, 2nd Floor, Ellisbridge
 Shopping Centre, Opp. M. J. Library, Ahmedabad-380 006 to conduct the
 cost audit for financial year commencing from 1st April,2012 and ending
 on 31st March,2013.
 
 Explanation to the qualification in Auditors'' Report.
 
 The Directors submit their explanation to the qualifications made by
 the Auditors in their report for the year 2011-12. The relevant Para
 nos. of the report and reply are as under:
 
 9 (a) The delay in the payment of Wealth tax of Rs.5 lacs was due to
 demerger since it was based on combined wealth of company prior to
 demerger. Now after the demerger the company shall file revised wealth
 tax return and pay wealth tax accordingly. Further there is delay in
 depositing unpaid/unclaimed dividend into Investor Education and
 Protection fund of Rs 2.85 lacs due to freezing of unpaid dividend bank
 account by government authorities. There is delay in payment of tax
 deducted at source of Rs 0.14 lac and value add Tax of Rs 3.61 lacs and
 the Company is arranging to make the payment of the same shortly.
 
 11. There had been delay in repayment/non payment of loan installment
 and interest to the various banks due to liquidity crunch on account of
 cash losses incurred by the company .
 
 17. Short term fund were used for long term uses due to repayment of
 loan installments and interest to the banks and cash loss incurred by
 the company.
 
 Besides, the notes to the Accounts are also self explanatory and give
 suitable explanation to qualifications in Auditors'' Report.
 
 AUDIT COMMITTEE:
 
 Due to change in company''s Board of Directors during the year under
 review, the Audit Committee was reconstituted in accordance with the
 provisions of the Companies Act, 1956 and listing agreement entered
 into by the Company with the Stock Exchanges.
 
 SHAREHOLDERS TRANSFER AND GRIEVANCES COMMITTEE:
 
 Due to change in company''s Board of Directors during the year under
 review, the Shareholders Transfer and Grievances Committee was
 reconstituted in accordance with Listing Agreement with Stock
 Exchanges.
 
 REMUNERATION COMMITTEE:
 
 Due to change in company''s Board of Directors during the year under
 review, the Remuneration Committee was reconstituted in accordance with
 Listing Agreement with Stock Exchanges.
 
 FIXED DEPOSITS:
 
 The Company has not accepted any deposit falling within the purview of
 the provisions of Section 58-A of the Companies Act, 1956 read with the
 Companies (Acceptance of Deposit) Rules, 1975.
 
 CORPORATE GOVERNANCE:
 
 Your Company has complied with the Corporate Governance guidelines as
 per Clause 49 of the Listing Agreement with the Stock Exchanges.
 
 A report on Corporate Governance and a Certificate from the Auditors of
 the company regarding compliance with Corporate Governance guidelines
 as stipulated and Management Discussion & Analysis reports have been
 attached by way of separate section as part of this Annual Report.
 
 DELISTING OF EQUITY SHARES:
 
 Presently the equity shares of the company are listed on Bombay Stock
 Exchange Limited (BSE) and National Stock Exchange of India Limited
 (NSE). During the year under review, the equity shares of the company
 were delisted voluntarily under Clause 6 (a) of SEBI (Delisting of
 Equity Shares) Regulations, 2009 from Ahmedabad Stock Exchange Limited
 (ASE) with effect from 30th March, 2012. Based on the Securities and
 Exchange Board of India (Delisting of Equity Shares) Regulations 2009,
 it is open for the company to voluntarily delist its equity shares from
 one or more stock exchange (s) if it continues to remain listed on any
 stock exchange having nationwide trading terminals. Accordingly, the
 equity shares of the company were delisted as aforesaid from ASE
 without giving any exit opportunity to the share holders as the equity
 Shares of the company continued to be listed on BSE and NSE which is
 having nation wide trading terminals. The proposed delisting of the
 company''s equity shares from ASE will not be prejudicial to or affect
 the interests of the investors.
 
 PARTICULARS OF EMPLOYEES:
 
 There are no employees employed by the Company through out the
 financial year or for a part of the financial year who were drawing
 remuneration as per the limit provided in section 217 (2A) of the
 Companies Act, 1956 and therefore there are no details required to be
 given in the report.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO:
 
 Information in accordance with the provisions of Section 217(1)(e) of
 the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors'' Report) Rules, 1988
 regarding conservation of energy, technology absorption and foreign
 exchange earning and outgo is given in the Annexure forming part of
 this report.
 
 ACKNOWLEDGEMENT:
 
 Your Directors wish to express their sincere thanks for the support and
 co-operation extended by the Bankers of the Company viz. State Bank of
 India, Bank of Baroda, UCO Bank, Central Bank of India and CDR
 authorities, all State and Central Government Departments,
 Shareholders, valued Customers and Suppliers etc. of the Company. Your
 Directors also wish to express their sincere thanks for the
 contribution rendered by the employees of the Company at all levels.
 
                           For & on behalf of the Board of Directors,
 
                                  Shyamsunder Gupta
 
 Date : 31/08/2012                     Chairman