The Directors present to you the Annual Report and Audited Statement
 of Accounts for the year ended 31st March, 2012.
 
 1.  FINANCIAL RESULTS
 
                                              (Rs. in crores)
 
                                           2011-12   2010-11
 
 Net Profit/(Loss) for the year             (25.99)    (8.90)
 
 Exceptional Items                               -      7.03
 
 Net Profit/(Loss) for the year after
 exceptional items                          (25.99)    (1.87)
 
 2.  OPERATIONS
 
 The above stated results reveal the critical situation under which your
 Company has operated during the year under review. Due to weak domestic
 Textile markets and the continued recessionary trend prevailing in the
 international Textile market, the value of finished products have been
 falling progressively in comparison to the cost of raw materials.
 
 The effect of the Indian and international recession is quite visible
 on the Textile Sector with Polyester having been affected the most.
 Overall, the selling pressure has resulted in drastic decline in prices
 leading to huge losses for most of the Indian Polyester Industry.  The
 Company has achieved a turnover of about Rs. 545 crores in spite of the
 adverse market situations in both India and internationally.  Due to
 continuous operational losses, the Company is facing an acute shortage
 of working capital that has adversely impacted the profitability of the
 Company for the year. Production cost has increased greatly due to an
 increase in the raw material (PTA & MEG) prices along with increases in
 the power cost due to exorbitant crude oil prices. During the year
 under review the overall textile market has not shown any sign of
 improvement and Company had suffered net loss of about Rs 26 crores
 during the year under review compared to net loss of about Rs. 9 crores
 in the previous year. In view of accumulated losses, your directors are
 unable to declare any dividend for the year under review.
 
 3.  EXPORTS
 
 The worldwide recessionary trend has adversely affected the exports of
 POY/PFY from the country. Despite the recessionary trend prevailing in
 the global economic market, the Company has achieved exports of about
 Rs 33 crores during the year under review compared to the exports of
 Rs 31 crores in the previous year. Your Company is making all the
 efforts to explore the new markets and improve its global market
 position.
 
 4.  RESTRUCTURING OF DEBTS AND SANCTION OF REVIVAL SCHEME BY HON''BLE
 BIFR
 
 The Company is making continuous efforts to restructure/settle with
 the remaining lenders. The Company has also filed a Draft Revival
 Scheme with the Hon''ble BIFR and has sent a copy to the Operating
 Agency and all the concerned parties pursuant to the direction of the
 Hon''ble BIFR on 5th April, 2011. This has been done while declaring the
 Company as Sick on the basis of a fresh reference filed by the
 Company based on audited accounts for the year ended 31st March, 2010.
 
 5.  PUBLIC FIXED DEPOSITS
 
 In view of the petition filed by the Company, the Hon''ble Company Law
 Board had passed an order on 23.1.2002 that The repayment of fixed
 deposits shall be made by the company in accordance with the revival
 scheme as and when approved by the BIFR under the provisions of
 SICA. However payments on compassionate grounds are being made
 continuously by the Company as per the decision of the committee formed
 by Hon''ble CLB for is purpose.
 
 6.  DIRECTORS
 
 Shri R. Venugopal is liable to retire by rotation and being eligible,
 offers himself for re-appointment. The appropriate resolution for the
 re-appointment of the aforesaid Director is being moved at the ensuing
 Annual General Meeting, which the Board recommends for your approval.
 
 7.  AUDITORS
 
 M/s. T.R. Chadha & Co., Chartered Accountants, Mumbai, retire at the
 forthcoming Annual General Meeting. Your Directors recommend their
 re-appointment as Auditors of the Company for the year 2012- 13. The
 observations made by the Auditors are self explanatory and have been
 dealt with in the notes forming part of the financial statements and
 hence need no further clarifications.
 
 8.  INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES Your Directors
 sincerely appreciate the workers, staff and officers for putting in
 their best efforts. The Company has enjoyed healthy and cordial
 industrial relations throughout the year. There is no employee getting
 remuneration as prescribed under Section 217 (2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975 as
 amended.
 
 9.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
 1956, the Board of Directors of the Company hereby state and confirm
 that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards read with notes on accounts has been followed
 along with proper explanation relating to material departures;
 
 (ii) the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 of the year under review; 
 
 (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;
 
 (iv) the directors have prepared the annual accounts on a going concern
 basis.
 
 10. PARTICULARS OF ENERGY CONSERVATION.  TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE OUTGO
 
 The statement of particulars relating to energy conservation,
 technology absorption and foreign exchange earnings and outgo as
 required in accordance with Section 217 (1) (e) of the Companies Act,
 1956 read with Rule 2 (A), 2 (B) and 2 (C) of the Companies
 (Disclosure''s of particulars in the report of Board of Directors)
 Rules, 1988 is annexed hereto and forms part of this report.
 
 
 11. CONSTITUTION OF AUDIT COMMITTEE
 
 The Board of Directors has constituted the Audit Committee of Directors
 to exercise powers and discharge functions as stipulated in section
 292A of the Companies Act, 1956. The present Audit Committee consists
 of member directors as follows:- Shri R. Raniwala (Chairman) Shri R.
 Venugopal Shri H.L. Sharma 
 
 12. ACKNOWLEDGEMENTS
 
 Yours Directors would like to express their appreciation for the
 assistance and co-operation received from the Financial Institutions,
 Banks, workers, employees, Government authorities, Customers and
 Shareholders during the year under review. Your Directors also
 appreciate the dedication and efforts of executives, staff and workers
 of the Company.
 
                                              ON BEHALF OF THE BOARD
 
                                                        (KAMAL RANKA)
                                        Chairman & Managing Director
 
 Place: Mumbai
 Date :25th June, 2012