The Directors have pleasure in presenting the Thirty-Ninth Annual
 Report, together with the Audited Accounts of the Company for the year
 ended 31 st March, 2012.
 
 FINANCIAL RESULTS                                         (Rs in Lacs)
 
                                                 2011-12      2010-11
 
 Profit before Tax, Depreciation 
 and Exceptional Items                           (705.92)       63.77
 
 Less: Depreciation                               526.98       572.42
 
 Profit/(Loss) before Tax and 
 Exceptional items                              (1232.90)     (508.65)
 
 Less: Provision for Taxation                       0.30         0.50
 
 I.T. for earlier year                              2.90          -
 
 Prior Period Items                                 0.45         9.49
 
 Profit/(Loss) before Exceptionalltems          (1236.55)     (518.64)
 
 Exceptional Items                                275.48       357.72
 
 Profit/(Loss) after Tax                        (1512.03)     (876.36)
 
 Add: Balance brought forward 
 from Previous year                                75.49       951.85
 
 Balance in Profit & Loss Account               (1436.54)       75.49 
 
 BUSINESS AND PERFORMANCE
 
 Although the operating revenue is marginally down at Rs 6163.37 lacs
 during the year as compared to Rs 6479.74 lacs during the previous year,
 your Company incurred a loss of Rs 705.92 lacs before tax, depreciation
 and exceptional Items as compared to a profit of Rs 63.77 lacs during
 the previous year. Volatile exchange rate movement, financial crisis in
 foreign countries mainly in Europe and lower demand for Company''s
 product in foreign countries were main reason for poor financial
 performance of the company during the year. The net loss after
 depreciation and tax was up at Rs 1512.03 lacs as compared to Rs 876.36
 lacs in the previous year.
 
 CURRENT YEAR''S OUTLOOK
 
 Although your Directors are making all round efforts to improve the
 working of your Company, the actual performance would depend on many
 external factors like movement of exchange rate for Indian Rupee
 vis-a-vis various foreign currencies, the revival of global economy and
 improvement in the demand for your Company''s product in the foreign
 countries. Your Directors have taken various measures viz. sale of idle
 properties and prepaying high cost debt to reduce the interest burden,
 exploring domestic market, trying various new products, cost reduction
 exercise on continuous basis etc. to improve the performance.
 
 OVERSEAS SUBSIDIARIES AND JOINT VENTURE
 
 The performance of Company''s foreign subsidiaries was satisfactory
 during the year.
 
 RETAIL SHOWROOM
 
 The performance of Company''s retail showroom ONSET at Kolkata was by
 and large satisfactory during the year.
 
 DIVIDEND
 
 Owing to loss, your Directors do not recommend any dividend for the
 year.
 
 FOREIGN EXCHANGE
 
 The Company entered into an out of court settlement with one of the
 bank in respect of their claim against derivative transactions entered
 into by the Company during the financial year 2007-08. The amount paid
 in term of the settlement is included in exceptional item. Claim in
 respect of the other bank amounting to Rs 785.73 lacs remains
 unprovoked.
 
 SUSPENSION OF WORK
 
 Due to industrial relation problem, the management of your Company had
 to declare suspension of work at its unit at Gangarampur, Dist 24
 Parganas (S), West Bengal w.e.f. 8th April, 2012. Although your company
 is making all efforts to meet the delivery schedule of important
 customers, it is likely to have an impact on the financial performance
 of the company in the current year.
 
 DIRECTORS
 
 Mr. Arun Kumar Shraff resigned from the Board of the Company during the
 year w.e.f. 07.10.2011. Mr. Arvind Kumar Thakur was appointed as an
 Additional Director during the year by the Board at its meeting held on
 01.11.2011. Mr. Thakur will hold office up to the date of the
 forthcoming Annual General Meeting. Mr. Thakur was also appointed as a
 Whoie Time Director during the year.
 
 Mr. M. L. Gulrajani and Mr. P. K. Sarkar, Directors, retite by rotation
 and being eligible have offered themselves for re-appointment at the
 ensuing Annual General Meeting.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956 your
 Directors hereby confirm :
 
 i) That in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 ii) Having selected such accounting policies and 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 at the end of the Financial Year as at 31 st March, 2012
 and of the loss for the year ended on that date;
 
 iii) That 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, if any, has
 been taken;
 
 iv) That the Annual Accounts has been prepared on a ''going concern''
 basis.
 
 CORPORATE GOVERNANCE
 
 Your Company has consistently been complying with the Corporate
 Governance Code prescribed by SEBI and a detailed report on Corporate
 Governance together with a Certificate of Compliance from the Statutory
 Auditors, as required by Clause 49 of the Listing Agreement, forms a
 part of this Annual Report.
 
 AUDITORS
 
 M/s. Qalarpuria Jajodia & Co.. Chartered Accountants, Kolkata, bearing
 Registration No. 302111E, retire at the conclusion of the ensuing
 Annual General Meeting and have expressed their willingness to be
 re-appointed. They have confirmed that their re-appointment, if made,
 would be covered within the ceiling specified under Section 224 (1B) of
 the Companies Act, 1956.
 
 COST AUDITORS
 
 Pursuant to the Directives of the Central Government under the
 provisions of Section 233B of the Companies Act, 1956, qualified Cost
 Auditors have been appointed to conduct cost audit relating to the
 products of the Company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 A) Conservation of energy and technology absorption :
 
 The particulars in respect of conservation of energy and technology
 absorption are given in Annexure A forming part of this report
 pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988.
 
 B) Foreign Exchange earnings and outgo :
 
 The information is contained in Item No. 14 of Schedule No.''23'' in
 notes on accounts.
 
 INVESTMENTS
 
 The details of investments are given in Schedule ''8'' annexed to the
 annual accounts of the Company.
 
 SUBSIDIARY COMPANIES
 
 The particulars, as required under Section 212 of the Companies Act,
 1956, in respect of Company''s subsidiaries viz. Spin International
 INC., COO JJ Home and J. J. Creations S.A. are annexed herewith.
 
 The Government of India vide Circular No. 2/2011 dt.08.02.2011 has
 granted general exemption to companies from annexing the accounts of
 its subsidiary companies subject to fulfillment of certain conditions.
 Necessary financial details in respect of each subsidiary as stipulated
 in the said exemption letter are given in a separate statement attached
 elsewhere in the report.
 
 Your Directors undertake that annual accounts of the subsidiary
 Companies and the related detailed information will be made available
 to the holding and subsidiary Company investors seeking such
 information at any point of time. The annual account of the subsidiary
 Companies will also be kept for inspection by any investor at its head
 office and that of the subsidiary company concerned.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits during the year.
 
 ACKNOWLEDGEMENTS
 
 Your Directors place on record their deep appreciation for the
 continued assistance and co-operation extended to the Company by its
 customers, investors, bankers, government agencies and its dedicated
 band of employees.
 
 Registered Office:                             By order of the Board
 
 23C, Ashutosh Chowdhury Avenue
 
 Kolkata - 700 019                                 S. N. Jhunjhunwala
 
 Dated: 21st May, 2012                             Executive Chairman