Dear Members,
 
 The Directors present the Annual Report together with the audited
 Balance Sheet and the Profit and Loss Account of RSWM Limited for the
 year ended 31st March, 2011.
 
 Company''s Performance
 
 Your Company''s performance during the year 2010-11 is summarised below:
 
 Financial Results 
 
                                             ( Rs.in Crore)
 
                                            This year   Previous year
 
 Turnover
 
 Export                                        783.62         566.70
 
 Domestic                                    1,178.54         971.79
 
 Total                                       1,962.16       1,538.49
 
 Profit before Interest & Depreciation         333.94         192.88
 
 Less: Interest                                 72.57          56.73
 
 Profit before Depreciation                    261.37         136.15
 
 Less: Depreciation                             80.15          87.64
 
 Profit before Tax                             181.22          48.51
 
 Less: Current Tax                              34.40          10.02
 
 Deferred Tax Liability                         23.86           2.46
 
 Profit after Tax                              122.96          36.03
 
 Add: Opening Balance                           33.06          29.82
 
 Profit available for appropriation            156.02          65.85
 
 Dividend and other appropriations
 
 From the amount available for appropriation, Rs.12.50 crore is proposed
 to be transferred to General Reserve. A sum of Rs.5 crore has been
 transferred to Preference Share Capital Redemption Reserve.
 
 During the year, the Board of Directors of your Company approved the
 payment of an interim dividend @ 10% p.a., i.e.  Rs.2.47 per share on
 3,33,400 Redeemable Preference Shares of Rs.150/- each, which were
 redeemed on 30th May, 2010, for the period till redemption in order to
 meet the contractual obligation. This amounted to Rs.0.10 crore
 inclusive of distribution tax.
 
 Your Directors feel immense pleasure in informing the Members that
 during the year an Interim Dividend of 100% i.e.  Rs.10/- per equity
 share was approved and paid on equity shares of Rs.10/- each in view of
 the 50th Anniversary (Golden Jubilee) year of the Company and LNJ
 Bhilwara Group. This amounted to Rs.26.99 crore inclusive of
 distribution tax. Your Directors are pleased to recommend to Annual
 General Meeting, a final dividend on Equity Shares @ 50% i.e.  Rs.5 per
 share amounting to Rs.13.45 Crore inclusive of distribution tax.
 
 The payment of interim dividend and recommendation of final dividend on
 the Equity Shares for the year ended 31st March, 2011 will tantamount
 to total dividend of 150% i.e.  Rs.15 per share aggregating Rs.40.44
 Crore inclusive of distribution tax. A proposal for noting the payment
 of interim dividend on Preference shares and Equity shares and
 declaration of final dividend on Equity shares for the year ended 31st
 March, 2011 will be placed before the shareholders at the ensuing
 Annual General Meeting.
 
 The balance amount of Rs.97.98 crore has been carried over to next
 year.
 
 Operational performance
 
 Your Directors gladly inform the Members that the financial year under
 review, which happens to be the 50th Anniversary year (Golden Jubilee)
 of the Company and the LNJ Bhilwara Group, recorded the best
 performance of the Company since inception in terms of both the
 turnover and profitability.
 
 The Company registered an increase of 27.54% in its gross turnover from
 Rs.1538.49 Crore in 2009-10 to Rs.1962.16 Crore in 2010-11. This
 increase in turnover has been primarily on account of increase in yarn
 production to 93913 MT against 85784 MT in previous year and fabric
 production to 23.16 million metres from 21.44 million metres. The
 Export turnover increased to Rs.783.62 Crore in 2010-11 from Rs.566.70
 Crore in 2009-10 and Domestic turnover to Rs.1178.54 Crore in 2010-11
 from Rs.971.79 Crore in the previous year. The details of analysis of
 performance of the Company and it''s businesses, including initiatives
 in the areas of Human Resources and Information Technology, have been
 presented in the section on Management Discussion and Analysis of this
 Annual Report.
 
 Working results of last three financial years 2008-09 to 2010- 11 are
 given in Annexure I and form part of this report.
 
 Expansion and modernisation
 
 Your Directors in their previous report had talked about expansion plan
 for addition in spindleage, replacement of old machinery, up-gradation
 of some equipments at various units of the Company, involving capital
 expenditure of Rs.70 Crore.  Your Dierctors feel pleasure in informing
 members that the above expansion plan was successfully completed during
 the year under review and has started yielding incremental
 contributions to the turnover and profitability of the Company.
 
 Your Directors gladly inform the members that encouraged with the
 performance of the Company, your Directors have chalked out LAKSHYA
 2016 programme with a targeted turnover of Rs.4500 Crore and involving
 a capex of Rs.1500 Crore to be implemented in phased manner to be
 achieved by the year 2016. The necessary details are being worked out
 and members will be updated on this plan in due course. Your Directors
 are hopeful that with the support of all stakeholders, the Company will
 be able to achieve the target.
 
 Subsidiary companies & joint venture
 
 During the year under review, your Company set off the liability
 against the Corporate Guarantee given to Exim Bank in connection with
 the loan availed by RSWM International B.V., the wholly owned
 subsidiary Company, by paying off an amount of Rs.14.42 Crore to Exim
 Bank.
 
 Your Directors further inform the members that RSWM International B.V.,
 the wholly owned subsidiary Company has since been voluntarily
 liquidated within the legal frame-work of Netherlands.
 
 A Statement of particulars of Cheslind Textiles Limited, subsidiary of
 the Company is part of the Annual Report.
 
 Contribution to the exchequer
 
 Your Company has contributed an amount of Rs.79.91 crore in terms of
 taxes and duties to the Exchequer.
 
 Directors'' responsibility statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 state that:
 
 - in the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed;
 
 - appropriate Accounting Policies have been selected and applied
 consistently and they have made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company on 31st March, 2011 and of the Profit and
 Loss of the Company for the year ended on that date;
 
 - proper and sufficient care has been taken 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;
 
 - the Annual Accounts have been prepared on a going concern basis.
 
 Energy conservation, technology absorption and foreign exchange
 earnings and outgo
 
 The information required to be disclosed pursuant to Section 217(1)(e)
 of the Companies Act, 1956 read with Companies (Disclosure of
 Particulars in the report of Board of Directors) Rules, 1988, is given
 in Annexure – II forming part of this Report.
 
 Directors
 
 The following Directors retire by rotation and being eligible offer
 themselves for re-appointment:
 
 1.  Shri Arun Churiwal
 
 2.  Shri A.N. Choudhary
 
 3.  Shri Sushil Jhunjhunwala
 
 During the period under review, EXIM Bank has withdrawn its nomination
 of Shri John Mathew from the Board and nominated Shri Prabhakar Dalal
 as its Nominee-Director on the Board of Directors of the Company.
 
 The Board places on record its deep appreciation for the services
 rendered by Shri John Mathew during his tenure. The Board welcomes Shri
 Prabhakar Dalal on the Board of Directors of the Company.
 
 Internal control systems
 
 The Company has in place proper and effective Internal Control Systems
 commensurate with its size of operations to ensure that all systems and
 procedures are functioning satisfactorily and all policies are being
 duly complied with as required. The operations of the Company are
 regularly reviewed by the Audit Committee to examine and evaluate the
 adequacy, relevance and effectiveness of the internal control systems.
 The Audit Committee makes recommendations wherever found appropriate
 for improvement in efficiencies and effectiveness of the internal
 control systems.
 
 Particulars of employees
 
 Statement of particulars of Employees as required to be furnished
 pursuant to Section 217(2A) of Companies Act, 1956 read with Companies
 (Particulars of Employees) Rules, 1975 is attached hereto and form part
 of this Report as Annexure – III.
 
 Auditors
 
 The Company''s Auditors M/s. S. Bhargava Associates and M/s A.L.
 Chechani & Co., retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment. The
 observations of the Auditors are explained wherever necessary, in the
 appropriate Note to the Accounts.
 
 Acknowledgements
 
 Your Directors place on record their appreciation for the continued
 support and co-operations received by your Company from the Customers,
 Dealers and Suppliers, Investors, Members, Banks, Financial
 Institutions, Central and State Governments. Your Directors also thank
 the employees of the Company across all levels for the sincere and hard
 work put in by them during the year under review.
 
                                        For and on behalf of the Board
 
 Place: Noida                                        Ravi Jhunjhunwala
 
 Date: 28th April, 2011                                       Chairman
 
                                                      DIN No. 00060972