Dear Members,
 
 The Directors have pleasure in presenting the Twenty Ninth Annual
 Report together with the Audited Accounts of the Company for the
 financial year ended on 31st March, 2011.
 
 FINANCIAL RESULTS                                  [Rs. in crores]
 
 Particulars                            Year ended      Year ended
                                          on 31st          on 31st
                                       March, 2011.   March, 2010.
                                        [Audited]       [Audited]
 
 Turnover & Other Income                 3581.27         2732.92
 
 Profit before Depreciation & Tax         264.97          245.22
 
 Less: Depreciation                        73.37           62.21
 
 Profit before Tax                        191.60          183.01
 
 Less: Provision for Current Taxation      50.95           42.71
 
 Less: Provision for Deferred Tax           9.31           11.27
 
 Less: Taxes for Earlier Years             (0.08)           0.03
 
 Net Profit for the year                  131.42          129.00
 
 Less: Prior period Adjustments             0.11            0.22
 
 Profit brought forward from previous year329.13          257.52
 
 Surplus available for appropriations     460.44          386.30
 
 Less: Transfer to General Reserve         13.15           12.90
 
 Less: Transfer to Debenture Redemption 
 Reserve                                    3.25            0.57
 
 Less: Dividend Distribution Tax For Earlier 
 Year Written Back                         (0.14)            --
 
 Less proposed Dividend on Preference Shares0.00             --
 (Rs. 36457 Previous
 YearRs. Nil)
 
 Less: Proposed Dividend on Equity Shares  57.32           37.35
 
 Less: Dividend Distribution Tax on Proposed 
 Dividend                                   9.30            6.35
 
 Balance of Profit carried to Balance 
 Sheet                                    377.56          329.13
 
 DIVIDEND
 
 As per the terms, dividend will be paid to Preference Shareholder @ X
 0.014 per share on 26,61,363 Cumulative Reedemable Preference Shares of
 X 100 each.  The Board of Directors has recommended dividend of X 8
 (Rupees Eight only) per share (@ 80%) on the Equity Share Capital of
 the Company. Dividend will be paid to equity shareholders if approved
 by members at the Annual- General Meeting.  The equity shares issued on
 exercise of options under ESOS before the date of book closure will be
 considered for the payment of dividend.
 
 DIRECTORS
 
 Mr. Krishen Dev, Mr. B R Gupta and Mr. Sunil Diwakar, are retiring by
 rotation and being eligible, offer themselves for re-appointment.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis forms part of the Directors''
 Report and is annexed hereto.
 
 ACHIVEMENTS
 
 Performance
 
 The overall production of Polyester Chips during the year has increased
 from 4,31,342
 
 MT in 2009-10 to 4,84,389 MT in 2010-11, reflecting an increase of 12%.
 
 The overall production of POY during the year has increased from
 1,51,551 MT in 2009-10 to 2,11,017 MT in 2010-11, reflecting an
 increase of 39%.
 
 Net sale of the Company also increased from Rs. 2691.31 Crores in
 2009-10 to Rs. 3557.99 Crores in 2010-11, reflecting an increase of
 32%. The net profit of the
 
 Company has increased from Rs. 129.00 Crores in 2009-10 to Rs.131.42
 Crores in 2010-11.
 
 Expansion
 
 The Company has decided to set up a green field PTA project through JBF
 Petrochemicals Limited at Manga lore, India. The Company has initiated
 acquisition of land activities in SEZ at Mangalore and is finalising
 technology suppliers for setting up this project and will be completed
 in 3 years.
 
 CAPITAL STRUCTURE
 
 a.  Increase in Authorised Share Capital.
 
 During the year under review the Authorised Share Capital of the
 Company has been increased from Rs. 100,00,00,000 (Rupees One Hundred
 Crores Only) divided into 10,00,00,000 Equity Shares of Rs.10 each to
 Rs. 225,00,00,000 (Rupees Two Hundred Twenty.Five Crores Only) divided
 into 10,00,00,000 Equity Shares of Rs. 10 each and 1,25,00,000
 Cumulative Redeemable Preference Shares of Rs. 100 each, by creation of
 additional 1,25,00,000, Cumulative Redeemable Preference Shares of 1100
 each and the Memorandum and Articles of Association have been altered
 accordingly.
 
 b.  Issue of Equity Shares.
 
 During the year the Company has converted balance 700- Foreign Currency
 Convertible Bonds (FCCB), worth USD 7 million, into 35,58,333 equity
 shares on 23rd August, 2010.
 
 The Company has issued 52,90,471 equity shares @ Rs. 157.15 per share
 under Qualified Institutions Placement issue on 30th September, 2010.
 5,56,704 equity shares were issued to Directors & employees, who have
 exercised their options under ESOS.  As a result of the above''the
 issued capital has gone up to Rs. 71,64,79,560.
 
 CUMULATIVE REDEEMABLE PREFERENCE SHARES
 
 During the year ended 31st March, 2011, Company has issued 26,61,363 -
 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of
 India.
 
 SUBSIDIARY COMPANY
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. In accordance
 with the Accounting Standard AS-21, the audited Consolidated Financial
 Statements including the Financial Information of Subsidiary Companies
 are provided in the Annual Report.
 
 The Company will make available the Annual Accounts of the subsidiary
 companies and the related detailed information to any member of the
 Company who may be interested in obtaining the same. The annual
 accounts of the Subsidiary Companies will also be kept open for
 inspection at the Registered and Corporate Offices of the Company and
 that of the respective Subsidiary Companies.
 
 RISK MANAGEMENT
 
 The Board of Directors regularly reviews risks and threats and takes
 suitable steps to safeguard Company''s interest.
 
 INSURANCE
 
 - All the properties of the Company including buildings, plant and
 machinery and stocks have been adequately insured.
 
 FIXED DEPOSITS
 
 During the year Company has not accepted any Fixed Deposits and as
 such, no amount of principal or interest on account of Fixed Deposits
 is outstanding as on the date of Balance Sheet.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 in compliance with Section 217(2AA) of the Companies Act, 1956, the
 Directors report that:
 
 1.  In the preparation of the Annual Accounts, the applicable
 Accounting Standards .  have been followed along with proper
 explanation relating to Standard Auditing Practices:
 
 2.  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 for the year ended on 31st March, 2011.
 
 3.  Proper and sufficient care has been taken for the maintenance of
 the adequate -accounting records in accordance with the provisions of
 the Companies Act, 1956 for safeguarding the assets of the Company and
 for preventing & detecting fraud and other irregularities.
 
 4. The annual accounts have been prepared on a Going Concern Basis.
 
 CORPORATE GOVERNANCE
 
 To comply with conditions of Corporate Governance, pursuant to Clause
 49 of the Listing Agreements with the Stock Exchanges, a Management
 Discussion and Analysis Statement, Corporate Governance Report and
 Auditors'' Certificate, are included in the Annual Report.
 
 Code of Conduct for Directors and Employees of. the Company, has been
 communicated to them and a copy has been pasted on the web site of
 Company.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 First tranche of the options granted to employees were vested on 25th
 September, 2010. During the year Compensation Committee met 6 times to
 consider the exercise of option & issue of equity shares. During the
 year 5,56,704 options were exercised by the Directors & employees and
 equal number of equity shares were allotted.  Listing formalities were
 duly completed after the allotment of these shares.
 
 AUDITORS
 
 M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the
 Company, hold office until the conclusion of the forthcoming Annual
 General Meeting and are eligible for re-appointment.
 
 The Company has received a certificate from the proposed Auditors to
 the effect that their appointment, if made, would be within the
 prescribed limits under Section 224(1 B) of the Companies Act, 1956 and
 also that they are not otherwise disqualified within the meaning of the
 sub-section 3 of section 226 of the Companies Act, 1956.
 
 AUDITORS'' OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS
 
 In order to hedge the Company''s exposure to foreign exchange and
 interest rate, the Company entered into a derivative contract. The
 related Currency & Interest Rate Swap losses of Rs. 84.09 Crores for
 the year have been charged to Profit & Loss Account. The marked to
 market loss in respect of the above derivative contract as on 31st
 March, 2011 is Rs. 144.63 Crores, which has not been provided in the
 books of account since the company is of the view that the loss, if any
 on above derivative contract may be payable only if loss conditions are
 triggered on observation dates starting from 3rd August, 2010 and
 ending on 3rd July, 2013. The loss if any, will be accounted for on
 actual settlements.  The banker with whom, derivative transaction is
 outstanding has approved a line of credit to fund derivative
 losses-partly as debt, convertible debt and preference shares.  The
 Auditors of the Company have qualified their reports regarding the
 non-provision of marked to market losses of derivative contracts
 amounting to Rs. 144.63 Crores as on 31 st March 2011, with
 consequential effect of Rs. 97.70 crores on Profit after Tax.
 
 COST ACCOUNTING RECORDS
 
 The Company has maintained cost accounting records in respect of
 manufacture of Polyester Chips and Partially Oriented Yarn (POY) as
 required for the year ended 31st March, 2011.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 A Statement containing necessary information as required under Section''
 217(e) of the Companies Act, 1956, read with the Companies (Disclosure
 of Particulars in the Report of the Board of Directors) Rules, 1988, is
 annexed to this report as an Annexure A to the Directors Report.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, and forming part of the Report is annexed hereto as an
 Annexure B to the Directors Report.
 
 FOREIGN EARNINGS/OUT GOINGS
 
 Foreign Exchange earnings by way of exports and interest were Rs.
 645.91 Crores and Rs. 2.86 Crores respectively against outgo of Rs.
 1129.13 Crores on import of raw materials and Rs. 64.52 Crores of
 foreign exchange were invested in imported capital equipments for the
 growth of the Company.
 
 APPRECIATION
 
 The Board of Directors would like to express their appreciation for the
 assistance, support and co-operation received from the Financial
 Institutions, Banks, Government Authorities and Shareholders during the
 year under review.  The employees of the Company contributed
 significantly in achieving the results. The Directors take this
 opportunity of thanking them and hope that they will maintain their
 commitment to excellence in the years to come.
 
                          For and on behalf of the Board of Directors
 
                                                     BHAGIRATH C ARYA
 
                                                             CHAIRMAN
 Place: Mumbai
 Date: 26th May, 2011.