To the Members of JCT Limited
 
 The Directors of your Company present the 63rd Annual Report on the
 affairs of the Company together with audited statement of account of
 the Company for the year ended on 31st March, 2012.  The highlights of
 financial Results for the year are given below:
 
 
                                                        (Rs. in Lakhs)
 
                                                  2011-12     2010-11 
 
 
  Gross Income from operations                     82,940      76,845
 
 
  Other Income                                        728         501
 
 
  Profit before Interest,Depreciation,              2,223       3,006
  tax and Exceptional Items 
 
 
  Interest and financing charges                    4,116       4,702
 
 
  Depreciation and amortization                     4,695       4,056
 
 
  Expense
 
 
  Exceptional Items
 
 
  - Profit on Sale of building                          -       11762
 
 
  - Loss on Sale of Shares of a                        61           - 
    Subsidiary Company 61
 
 
  - Profit/(Loss) from Discontinuing                 (143)          7 
    Operations
 
 
  Provision for Tax
 
 
  - Current Year                                        -         419
 
 
  - Earlier Year                                       14          (6)
 
 
  Net Profit/(Loss)                                (6,805)      5,604
 
 
 
 
 Dividend
 
 In view of losses, the Directors are unable to recommend any dividend.
 
 Operations Textile Units
 
 The expansion and modernization project of the company''s
 manufacturing facilities which were undertaken in 2006-08 could not be
 fully utilized as the completion of the expansion coincided with global
 meltdown & recessionary market conditions. Demand for direct export and
 from garment manufacturers remained subdued during the period due to
 downward trend in the domestic as well as international markets.
 
 High Cotton Prices, during the last procurement season of cotton the
 prices which went as high as Rs 62500 per candy from Rs 35000 per candy
 due to pre-mature announcement of cotton exports and other factors. The
 prices suddenly crashed to a level of Rs 32000 per candy. The
 fluctuation of cotton prices led to high cost cotton getting stuck with
 the mills and losses on account of rupee devaluation hit by the
 company. It affected even the entire industry. Against the huge
 increase in the prices of cotton, and other inputs the selling prices
 increased marginally during this period, thus leading to strain on the
 overall margins.
 
 - The company is having 19.5 MW in house rice-husk based power
 plants. The rates of rice husk have been abnormally high this year.
 
 - The company incurred operational cash losses during the financial
 year 2008-09 to 2011-12 and continued to service interest and repayment
 of debts to the lenders despite losses which resulted in further
 erosion of working capital and lower capacity utilization.
 
 In Sriganganagar unit, the operations were discontinued in earlier
 years. The sale of Land is pending due to mutation and is under
 disposal. The company is taking steps to get the mutation formalities
 completed.
 
 Financial problems:
 
 In light of the scenario, as explained above, owing to marketing
 difficulties, the profitability of the Textile operations took a sharp
 dip during the said period. Cotton prices went up by almost 40%.  The
 Government of India on realizing the liquidity crunch being faced by
 Textile Sector had given two years moratorium on the loans taken by
 companies under TUF scheme. However, the interest on these loans had to
 be serviced. Consequently in this situation the earnings which had gone
 negative on account of low capacity utilization, the company ended up
 paying interest to the Banks out of working capital. This situation led
 to the erosion of working capital.
 
 Now that the fabric demand has again picked up, most Textile Companies
 of the country are running their Plants at full capacity.  Inspite of
 the order-book being comfortable, full capacity utilization your
 Company continues to be elusive on account of working capital
 constraints.
 
 Government policies:
 
 In the year 2010-11 the policy of Government of India for allowing and
 thereafter banning export of cotton resulted textile industry incurring
 huge losses. Steps initiated by the company:
 
 - The company has since expanded its customer base and has gone
 deeper with the existing customers to fully secure its production
 capacities. The company in these years, focused, especially on
 work-wear and sportswear segments.
 
 - The company has been very guarded in covering cotton in the current
 season. We are now not only keeping track of cotton future in India but
 also in New York Exchange.
 
 - The company has taken several power saving initiatives, which will
 cover a part of husk price hike.
 
 Filament Unit
 
 JCT continues to maintain its position as one of the largest Textile
 Grade Nylon yarn manufacturer in India with installed capacity of
 14,000 TPA. During the year the company sold -11211 MT of filament yarn
 & 696 MT of nylon chips as compared to 11,496 MT of filament yarn and
 741 MT of nylon chips during the previous year.  The continuous upward
 trend in prices of Caprolactum has been a major concern for the
 company. The Caprolactum prices increased from average of Rs 104.49 kg
 in FY 2010 to Rs 139.67 kg in FY 2011 an increase of 34% against it the
 average realisation increase of only 23% from Rs 217.29 kg to Rs 268.09
 kg. The capacity of the market to absorb prices is limited as weavers
 start moving to other type of yarns.
 
 The company has made a major shift in the product mix where the
 dependability on yarn sold in Surat market has been shifted to yarn
 being sold in Amritsar and Mau markets. The change is very significant
 as LOY base 20 Mono Yarn is less prone to market fluctuation and has a
 much higher margin.
 
 Finance
 
 During the year, the company redeemed Zero Rate Debentures (ZRDs) of
 Rs. 26.23 lakhs, Optionally Partially Convertible Preference Shares
 (OPCPS) of Rs. 22.49 lakhs and repaid term loan installments of
 Rs.2471.23 lakhs as per stipulated terms.  In certain cases of loans,
 debentures and Optionally Partially Convertible Preference Shares
 (OPCPS) which became due for repayment/ redemption during the year,
 there were delays in servicing the debt obligations due to liquidity
 constraints.
 
 Corporate Debt Restructuring
 
 The company had filed its proposal for restructuring its debt through
 CDR Mechanism in January 2012, which was admitted by the Corporate Debt
 Restructuring Empowered Group (CDR EG) on 24th February 2012. Further,
 the company received a Letter of Approval bearing Number BY.CDR/(PMJ)
 No 685/2012- 13 dated 21st September 2012 from the CDR EG approving the
 Restructuring Package which, inter-alia includes Protection to Lenders
 for loss on NPV basis, Reduction in Rate of Interest, Reschedulement of
 Repayment of Term Loans, Carving out Working Capital Term Loan from
 Working Capital Limits, Sanction of Need Based Additional Working
 Capital, Issuance of equity shares to lenders for part of their
 sacrifices on NPV basis and provision of fresh funding by the
 promoters. The implementation of the scheme is under progress.
 
 Foreign Currency Convertible Bonds (FCCBs)
 
 The Company could not redeem the Foreign Currency Convertible Bonds
 (FCCBs) on due date 08.04.2011 for paucity of cash funds. The Company
 is taking steps to restructure/ extend the maturity of the FCCBs. The
 Company is in disccussions with the majority of Bondholders to
 restructure and their response is positive. For restructuring of FCCBs,
 shareholders'' approval is also being sought at the forthcoming Annual
 General Meeting. In the meantime, the Bank of New York Mellon, the
 Trustee of such FCCB holders has filed a winding up petition against
 the Company before the Hon''ble High Court of Punjab & Haryana,
 Chandigarh, which is pending hearing/disposal. In the light of on going
 talks with some of the major Bondholders and the merit of the petition,
 the company does not anticipate any adverse outcome.
 
 Net Worth Erosion
 
 The accumulated losses of the company at the end of financial year 31st
 March, 2012 have resulted in erosion of more than fifty percent of its
 peak net worth during the immediately preceding four financial years.
 While the company is taking necessary steps to protect further erosion,
 the Company will report to the Board for Industrial and Financial
 Reconstruction about such erosion of net worth as envisaged under
 Section 23 of the Sick Industrial Companies (Special Provision) Act,
 1985 forthwith upon finalization of the duly audited accounts of the
 Company for the financial year ended 31st March, 2012. Shareholders are
 also requested to take note of this erosion and consider the same at
 the Annual General Meeting of the members being convened on 30th
 November, 2012.
 
 Fixed Deposits (FDs)
 
 Deposits remaining unclaimed at maturity amounted to Rs. 8.08 lakhs as
 on 31st March, 2012. Of the above, deposits of Rs. 5.18 lakhs have been
 repaid subsequently. Repayments and servicing of interest on fixed
 deposits remained prompt and regular.
 
 In view of substantial erosion in net worth, the company has stopped
 accepting fresh and renewals of deposits.  SUBSIDIARY COMPANY
 
 The Company has sold its shareholding in the only subsidiary company
 and incurred a loss of Rs 60.70 lakhs.
 
 Statutory Disclosures
 
 Pursuant to the approval granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, copy of balance sheet,
 profit & loss account, cash flow statement, reports of the board of
 directors are annexed hereto and form an integral part of this report.
 
 The particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 are given in a separate Annexure to this Report. The
 Annexure is not being sent alongwith this Report to the Members of the
 Company in line with the provisions of Section 219(1)(b)(iv) of the
 said Act. These documents will be made available on request by any
 member of the Company.  The statement containing the information
 relating to conservation of energy, technology absorption, foreign
 exchange earnings and outgo as required under Section 217(1)(e) of the
 Companies Act, 1956 read with Companies (Disclosure of Particulars in
 the Report of the Board of Directors) Rules 1988 are annexed hereto and
 forms an integral part of the report.
 
 Pursuant to Clause 49 of the Listing Agreement, report on Corporate
 Governance and Management Discussions and Analysis is annexed hereto
 and forms an integral part of this report.
 
 Directors Responsibility Statement
 
 As required under Section 217 (2AA) of the Companies Act, 1956 this is
 to confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed alongwith proper explanations relating to
 material departures, if any;
 
 ii) such accounting policies have been selected and applied
 consistently and judgments/estimates 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 of the
 Company for that period;
 
 iii) proper and sufficient care have been taken with best of knowledge
 and ability, for the maintenance of adequate accounting records in
 accordance with the provisions of the said Act for safeguarding the
 assets of the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 Auditors
 
 M/s S.P. Chopra & Company, Chartered Accountants, Auditors of the
 Company, retire and being eligible offer for re-appointment.  The Audit
 Committee and the Board of Directors recommend the re-appointment of
 M/s S.P. Chopra & Company as the Auditors of the Company.
 
 Auditors'' Report
 
 The report by the Auditors is self-explanatory. However, in respect of
 certain observations made by the Auditors in the Annexure to their main
 Report to the Members of the Company, directors have to submit that (a)
 delay in deosit of statutory dues in few cases were for very short
 period due to non-availability of funds timely;
 
 (b) delay and default in repayment of term loan installments during the
 year were due to paucity of funds and the Company had also approached
 banks for restructuring of debt under CDR mechanism, the proposal of
 the company has been approved by the CDR Cell vide LOA dated 21st
 September, 2012 which is under implementation; (c) the company made a
 security deposit of Rs.11.50 Cr to an associate company due to
 non-fulfilment of a specific obligation stipulated in an agreement in
 2008, the said security deposit has since been received back
 subsequently in 2012-13; and (d) the redemption of FCCBs was due on 8th
 April, 2011 for US$ 25.42 million alongwith redemption premium of US$
 5.08 million, the company could not make payment due to paucity of
 funds and approached bond holders for restructuring, the majority of
 bond holders have agreed and company is in discussion with the
 remaining bond holders. In the meantime, the trustees of the
 bondholders have filed winding up petition before Hon''ble High Court of
 Punjab & Haryana at Chandigarh, which is pending hearing / disposal. In
 the light of ongoing talks with the bondholders and the merit of the
 petition, the company does not anticipate any adverse outcome of the
 said litigation.
 
 Cost Auditors
 
 Pursuant to provisions of Section 233-B of the Companies Act, 1956,
 your Directors have appointed Mr. P.K. Verma AICWA, ACMM, as the Cost
 Auditors to conduct the Cost Audit of Textile Units at Phagwara and
 Sriganganagar and Filament Unit at Hoshiarpur, for the year ending on
 31st March, 2012 and the requisite approval of Central Government have
 been received.  Directors
 
 In accordance with the provisions of the Companies act, 1956 and
 Articles of Association of the Company, Mr Apar Singh Dugal, retire by
 rotation and being eligible offer himself for re-election.  Dr Ajit
 Kumar Doshi has joined the Board as Additional Director w.e.f 26th
 October, 2012 and holds office as Additional Director upto the date of
 the forthcoming Annual General Meeting of the Company. The Company has
 received notices from the members of the Company under Section 257 of
 the Companies Act, 1956 proposing his candidature for the office of
 Director.
 
 Mr Mahesh Sahai and Dr Satya Pal Narang have resigned from the Board of
 the Company on 26.09.2011 and 13.10.2012 respectively.  Your Directors
 wish to place on record appreciation for Mr Sahai and Dr Narang in
 respect of their gratitude and appreciation for assistance and guidance
 during their tenure as Directors of the Company.
 
 Acknowledgement
 
 Your Directors wish to place on record their appreciation for the team
 spirit, dedication, and commitment shown by the work force of the
 Company during this year. Their unstinted support has been and
 continues to be integral to your Company''s operations.  Your
 Directors acknowledges the valuable support of banks, customers,
 suppliers, business associates, shareholders for their continued
 co-operation and look forward to their continued support.
 
 
 
                                        For and on behalf of the Board 
 
 New Delhi                                               (SAMIRTHAPAR)
 
 Date: 31st October, 2012                 Chairman & Managing Director