The Directors take pleasure in presenting the 25th Annual Report
 together with the audited accounts for the financial year ended 31 
 March 2011.
 
 Financial Highlights
 
 The financial performance of your Company for the year ended 31 March
 2011 is summarised below.
 
                                                        (Rs. million)
 
 Particulars                                 Year Ended    Year Ended
                                          31 March 2011 31 March 2010
 
 Net Sales and Other Income                   28,487.70     25,565.75
 
 Profit before Financial expenses, 
 Depreciation and Tax ( EBIDTA)                4,279.00      2,338.06
 
 Financial Expenses                              696.60        770.39
 
 Profit before Depreciation and Tax ( PBDT)    3,582.40      1,567.67
 
 Depreciation                                  1,499.00      1,491.47
 
 Profit / (Loss) before Tax                    2,083.40         76.20
 
 Provision for taxation                          689.30          4.88
 
 Profit / (Loss) after Tax                     1,394.10         71.32
 
 Profit brought forward from previous year     2,257.67        780.21
 
 Transfer from Debenture Redemption Reserve          -          12.03
 
 Profits available for Appropriation          2,257.67         863.57 
 
 Appropriations :
 
 Proposed Dividend on equity shares             151.83              -
 
 Corporate Tax on Proposed Dividend              50.43              -
 
 Surplus carried to Balance Sheet             1,703.70         863.57
 
 Total Appropriation                          1,905.96         863.57
 
 The Board of Directors has recommended a final dividend of Rs. 1 per
 equity share of the face value of Rs. 10/- each for the financial year
 ended 31 March 2011. (Total dividend is Rs. 2 per share for the
 financial year 2010-11)
 
 Operational and Financial Review
 
 During the year under report, your Company recorded gross sales of Rs.
 30,001 million as againstn Rs. 26,594 million in previous year,
 representing an increase of 12.81% which is considered satisfactory
 considering the present market scenario. EBIDTA is up at Rs. 4,279
 million as against Rs. 2,338 million last year representing an increase
 of 83%. Profit Before Tax stood at Rs. 2,083 million against a Rs. 76
 million for the previous year.
 
 This year the net profit Stood at Rs. 1,394 million as against Rs. 71
 million last year. The turnaround in profits was possible due to
 improvement in margins coupled with optimal utilization of resources
 and reduction in interest cost.
 
 Your Company is witnessing an improved business environment marked by a
 combination of rising raw material prices and improvement in demand for
 finished goods. There has also been growing interest from relatively
 new segments like technical and home textiles, which in turn is
 contributing to the demand. Despite the multifarious business
 challenges of 2010, we have been able to achieve motivating results. It
 is encouraging to see that both domestic as well as export segments are
 registering increase in demand across all our products.
 
 Polyester demand is expected to further rise on back of high prices of
 cotton and other alternate fibres. Cotton prices have already reached a
 record high, and are continuously rising because of short supply.
 Moreover, no further capacities are being further added going forward
 in near term, in existing polyester fibre capacities. The demand for
 polyester products is expected to rise at faster pace in coming years
 because of widening price gap between cotton and polyester products.
 All these will augur well for us in the coming years.
 
 In financial year 2010-11, we have gone ahead with several value
 addition projects like replacing Furnace Oil (FO) based heat treatment
 media (HTM) with coal based plant, expansion in high capacity Draw
 Texturised Yarn (DTY) machines which will convert more POY into value
 added DTY products and also setting up Stream turbine generator of 11MW
 capacity. All these projects shall be operational in the current
 financial year. On completion, these initiatives will significantly
 contribute to our operational efficiency and reduction in cost and
 thereby increasing our profits.
 
 Dividend
 
 The Board of Directors has recommended a final dividend of Rs. 1 per
 equity share of the face value of Rs. 10/- each for the financial year
 ended 31 March 2011, amounting to Rs. 15,18,22,242. This is in addition
 to the interim Dividend for financial year 2010-11 of Rs. 1 per equity
 share of the face value of Rs. 10/- each paid in 7 March 2011. The
 total dividend payout for the financial year 2010-11 would be Rs.
 30,36,44,484 (excluding the Corporate Dividend Tax), and is as per the
 financial needs of business.
 
 Corporate Governance
 
 A detailed report on the corporate governance system and practices of
 your Company along with auditors certificate on its compliance are
 given as a separate chapter in the Annual Report.
 
 Management Discussion and Analysis
 
 A detailed report on Management Discussion and Analysis is provided as
 a separate chapter in the Annual Report.
 
 Issuance of Securities
 
 Preferential allotment of warrants.
 
 Pursuant to approval of the members of the Company the Company allotted
 20,000,000 (Twenty million) preferential convertible warrants at Rs.
 40.60 each. (including premium of Rs. 30.60 per equity share) on
 preferential basis to two of the promoter companies. Lohia Industries
 Pvt. Ltd. and Indo Rama Retail Holdings Pvt Ltd. on 9 November 2010.
 The warrants are convertible into equity shares of Rs. 10 each on or
 before 18 months from the date of allotment of warrants i.e. on or
 before 8 May 2012.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 Information required under Section 217 (1)(e) of the Companies Act,
 1956, read with Companies (Disclosure of particulars in the Report of
 Board of Directors) Rules, 1988 are set out in the Annexure forming
 part of this Report.
 
 Particulars of Employees
 
 Information as per Section 217(2A) of the Act, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended from time to time,
 forms part of this Report.  However, as per the provisions of Section
 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to
 all the members excluding the statement containing the particulars of
 employees to be provided under Section 217(2A) of the Act. Any member
 interested in obtaining such particulars may inspect the same at the
 Registered Office of the Company or write to the Company Secretary for
 a copy.
 
 Fixed Deposits
 
 The Company has not invited /accepted any deposits during the year
 ended on 31 March 2011 within the meaning of Section 58 A of the
 Companies Act, 1956 and the Rules made thereunder.
 
 Directors
 
 In accordance with Article 133 of the Articles of Association of the
 Company,
 
 Mr. M.L. Lohia and Dr. A. Pandalai retire by rotation at the ensuing
 Annual General Meeting and, being eligible, offer themselves for
 re-appointment. A Brief resume of these
 
 Directors is given in the notice of the 25th Annual General Meeting to
 the Shareholders of the Company.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement 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 annual accounts for the financial year ended
 31 March 2011, the applicable accounting standards have been followed
 along with proper explanations relating to material departures, if any;
 
 (ii) the Directors have selected such accounting policies and have
 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 profits 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 fraud and other
 irregularities; and
 
 (iv) the Directors have prepared the annual accounts for the financial
 year ended 31 March 2011 on a going concern basis.
 
 Auditors
 
 M/s B S R and Associates, Chartered Accountants, the Statutory Auditors
 of the Company shall retire at the conclusion of the forthcoming Annual
 General Meeting, and have confirmed their eligibility for
 re-appointment in accordance with Section 224(1B) of the Companies Act,
 1956.
 
 As regards observation of the auditor in para (xi) of the Annexure
 referred to in para 3 in their Report, the Company had incurred losses
 during financial year 2008-09 due to economic downturn and forex losses
 that adversely impacted the cash flow of financial year 2009-10. Due to
 above Company could not meet some of its financial commitments in time
 to Bank/Financial Institutions. During the year the Company has reached
 to the reschedulement arrangements with all the banks and
 
 financial institutions for its long term borrowings except for a bank.
 The Company has initiated steps to comply with the terms and conditions
 wherever applicable, of these reschedulement arrangements. In respect
 of a bank an understanding has been arrived to make the payment to the
 said bank of its dues in periodic manner.
 
 Cost Auditors
 
 Pursuant to a directive of the Central Government, your Company is
 required to conduct a Cost Audit in respect of its Polyester operations
 every year until further notice.  Accordingly, qualified cost auditors
 were appointed to carry out audit of the cost accounts maintained by
 the Company for the year ended 31 March 2011.
 
 Industrial Relations/Human Resources
 
 Your Company maintained healthy, cordial and harmonious industrial
 relations at all levels during the year under report. Your Company
 firmly believes that a dedicated workforce constitute the primary
 source of sustainable competitive advantage. Accordingly, human
 resource development continues to receive focused
 
 attention. Your Directors wish to place on record their appreciation
 for the dedicated and commendable services rendered by the staff and
 workforce of your Company.
 
 Acknowledgements
 
 Your Directors take this opportunity to offer their sincere thanks to
 various departments of the Central and State Governments, government
 agencies, financial institutions, banks, shareholders, customers,
 employees and other related organisations, who through their continued
 support and co-operation, have helped in your Companys progress.
 
                        For and on behalf of the Board of Directors of
                                  Indo Rama Synthetics (India) Limited
 
                                                             A.K.Ladha
                                                              Director
 
                                                          Vishal Lohia 
                                                   Whole-time Director
 
 Place: Gurgaon 
 Date : 26 April 2011