The Directors have pleasure in presenting their 26th Annual Report
 together with the Audited Statement of Accounts as on 31st March, 2012.
 
 FINANCIAL RESULTS:
 
 During the Year under review, the Company has earned total income of
 Rs. 1,43,33,765/- and earned a profit of Rs. 88,48,224/- after
 providing for current years taxation of Rs.22,67,707/-. Your Directors
 are hopeful of achieving better results in current year.
 
 Particulars                                 2011 - 12       2010 - 11
 
 Profit Before Depreciation 
 and Taxation                          1,12,83,845.00   1,14,17,574.00
 
 Depreciation                             1,67,914.00        38,732.00
 
 Profit Before Taxation                1,11,15,931.00   1,13,78,842.00
 
 Provision for Taxation                  22,00,000.00     34,50,000.00
 
 Fringe Benefit Tax                              0.00             0.00
 
 Deferred Tax                               67,707.00        68,795.00  
      
 Profit After Taxation                   88,48,224.00     78,60,048.00
 
 Balance B/d from previous year          16,77,264.00    (12,73,362.00)
 
 Previous Years Adjustments                   -           (2,02,411.00)
 
 Proposed Dividend                       33,75,000.00     40,50,000.00
 
 Dividend Tax                             5,47,509.00      6,57,011.00
 
 Balance Carried to
 Balance Sheet                           66,02,979.00     16,77,264.00
 
 DIVIDEND:
 
 The Board of Directors has decided payment of Final Dividend on Equity
 Shares at Re.0.25/- per share for the Financial Year 2011-12, and such
 dividend shall be paid to those holders of the existing equity shares
 of the Company, whose names appear on the Register of Members of the
 Company as at the close of working hours on 21.08.2012
 
 CAPITAL STRUCTURE:
 
 There is no change in Capital Structure of the Company.
 
 BUSINESS REVIEW:
 
 The overall performance during the year under review has been quite
 satisfactory. The Company is deploying its resources in the best
 possible way to increase business volumes and plans to achieve
 increased turnover in the current year.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Milind Lau Maladkar,
 Director of the Company retire by rotation at the ensuing Annual
 General Meeting and being eligible offers himself for re-appointment.
 The Board recommends their re-appointment.
 
 AUDIT COMMITTEE:
 
 In compliance with the provisions of the Section 292A of the Companies
 Act, 1956 and the listing agreement entered into with the stock
 exchange, the Company had constituted an Audit Committee consisting of
 qualified and experienced members from various fields. The committee
 consists of three independent Directors. The Chairman of the committee
 Mr. Vishram Kambli, is an Independent Director and the committee meets
 periodically to review the quarterly financial statements and
 recommends its findings to the Board apart from taking action
 independently whenever required. The Statutory Auditors and Secretary
 attend and participate in the Audit Committee Meetings.  The Audit
 Committee comprises of Mr. Vishram Kambli, Ms. Kranti Bhowad and Mr.
 Milind Maladkar, Independent Directors of the company.
 
 PUBLIC DEPOSITS:
 
 During the year under review, the Company has not accepted any deposit
 within the meaning of section 58A of the Companies Act, 1956, read
 together with the Companies (Acceptance of Deposits) Rules, 1975.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 give hereunder the Director''s Responsibility Statement pertaining to
 the accounts of the Company:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 statement relating to material departures.
 
 2.  The Directors have 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 as on 31st March, 2012 and of the Profit & Loss Account
 of the Company for the year ended on that date.
 
 3.  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.
 
 4.  These accounts have been prepared on a going concern basis.
 
 AUDITORS:
 
 M/s Navin Nishar & Associates, Chartered Accountants, Mumbai, Statutory
 Auditor of the Company who shall be retiring at the ensuing Annual
 General Meeting, has expressed their willingness to continue for the
 next year and necessary eligibility Certificate u/s.224 (1B) of the
 Companies Act,1956 is received from them. Your Directors recommends
 their appointment.
 
 Observation of Auditors as provided in their report are self
 explanatory and do not call for further explanation.
 
 PARTICULARS OF EMPLOYEES:
 
 No employee of the Company was in receipt of remuneration in excess of
 limits prescribed under the Companies (Particulars of Employees) Rules,
 1975 as amended up to date.
 
 REPORT ON CORPORATE GOVERNANCE:
 
 A detailed report on Corporate Governance together with a certificate
 from the Statutory Auditors of the Company, in compliance with Clause
 49 of the Listing Agreement, is attached as a part of this report.
 
 A separate section covering the Management Discussion and Analysis and
 Corporate Governance as per the requirements of Clause 49 of the
 Listing Agreement is attached herewith and forms a part of this report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
 EARNING AND OUTGO:
 
 Your Company is not a manufacturing company and has not consumed energy
 & accordingly the information required under Form A doesn''t apply. No
 comment is made on Technology Absorption considering nature of
 activities undertaken by your Company. During the year under review
 your Company did not earn any Foreign Exchange & there is no Foreign
 Exchange outgo.
 
 PERSONNEL:
 
 During the year under review, the Company enjoyed cordial relations
 with the employees at all levels. The company is committed to develop
 its employee''s full potential through intensified training.
 
 Further, your Directors wish to place on record their sincere
 appreciation of the wholehearted co-operation and sincere efforts of
 senior and middle level managers, which has significantly contributed,
 to the growth of the company.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors take this opportunity to thank all investors, clients,
 technology partners, financial institutions, banks, regulatory and
 Government authorities for their continued support during the year.
 
 The Board expresses its sincere gratitude to the shareholders and
 clients for their continued support. The Board also whole-heartedly
 acknowledges with thanks the dedicated efforts of all the staffs and
 employees of the company.
 
 The Board appreciates and value the contribution made by every person
 who contributed to the growth of the Company.
 
                                                On behalf of the Board    
 
                                             FOR POLYTEX INDIA LIMITED
 
 Place: Mumbai                                     Paresh Mulji Kariya
 
 Date:30th May, 2012                               Whole Time Director