We have pleasure in presenting the 31st Annual Report of the Company
 alongwith the Audited Statement of Accounts for the year ended 31st
 March, 2011.
 
 FINANCIAL RESULTS
 
                                              (Rupees in Lacs)
                                  Current Year        Previous year
 
 Sale/Income from operations 
 (Gross)                              22450.85             24877.69
 Profit before Interest, 
 Depreciation and Tax                   706.48               868.55
 
 Less :
 Financial
 Expenses                    396.04               273.32
 
 Provision for 
 Depreciation                203.16               262.04
 
 Taxes : Current 
 Tax                          53.00               131.00
 Deferred Tax                 (1.76)    650.44     41.59     707.95
 
 Profit after Tax                        56.04               160.60
 Add:
 Balance b/f from
 Previous Year                         2445.37              2309.77
 
 Profit available for 
 appropriations                        2501.41              2470.37
 Appropriations :
 Transferred to 
 General Reserve                         25.00                25.00
 Surplus Carried to 
 Balance Sheet                         2476.41              2445.37
 
                                       2501.41              2470.37
 
 OPERATIONS
 
 Your Directors hereby inform you that your Company has recorded a lower
 Gross Sale/Income from operations of Rs. 22450.85 lacs as compared to
 24877.69 lacs of previous year representing a decline of about 9.76 %
 which is attributed to decline in sale prices of its products in line
 with industry trends. This has resulted in a lower net profit before
 taxes of Rs.107.28 lacs as compared to Rs. 333.19 lacs. After providing
 for tax of Rs. 53.00 lacs (Rs.131.00 lacs), the net profit is placed at
 Rs. 56.04 lacs as compared to Rs. 160.60 lacs of previous year. The
 management is making all out efforts to improve the working of the
 Company by optimum utilisation of resources.
 
 EXPORTS
 
 We are pleased to inform you that during the year under review the
 Company continued to export its products in various countries such as
 Ghana, Sudan and West Indies etc.
 
 However, due to wide fluctuation in prices, foreign exchange
 fluctuations and stiff competition, the exports were lower at
 Rs.1186.46 lacs as compared to Rs.1277.66 lacs in previous year.
 
 DIVIDEND
 
 With a view to conserve resources for immediate future requirements,
 your directors have not recommended any dividend for the year under
 consideration.
 
 LISTING OF SHARES
 
 The Equity Shares of the Company are listed at Bombay Stock Exchange
 Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company
 has duly paid the listing fee to Bombay Stock Exchange Limited, Mumbai
 upto the Financial Year 2011-12.
 
 FIXED DEPOSITS
 
 During the year, your Company has not accepted any fixed deposits
 within the meaning of Section 58-A of the Companies Act, 1956 and the
 Rules made there under.
 
 DIRECTORS
 
 Mr. Rahul Jain and Mr. Jawahar Jain, Directors of the company retire by
 rotation at the forth coming Annual General Meeting and being eligible
 offer themselves for re-appointment.
 
 CORPORATE GOVERNANCE
 
 Corporate Governance Report and Management Discussion and Analysis
 along with Certificate of the Auditors of your company pursuant to
 clause 49 of the Listing Agreement with the Stock Exchange(s) has been
 annexed to the report as Annexure-I. Your company has been practicing
 the principle of good Corporate Governance over the years. The Board of
 Directors supports the broad principles of Corporate Governance. In
 addition to the basic governance issues as dictated by compliance of
 statutory requirements, the Board lays strong emphasis on transparency,
 accountability and integrity.
 
 AUDITORS
 
 M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company,
 retire at the conclusion of this Annual General Meeting and are
 eligible for re-appointment. They have furnished a certificate to the
 effect that their re-appointment, if made, will be in accordance with
 sub-section (IB) of Section 224 of the Companies Act, 1956.
 
 AUDITORS'' REPORT
 
 The Auditors'' report read with the relevant notes on accounts for the
 year under review is self explanatory and do not call for any further
 comments as there are no adverse remarks in the Auditors'' Report.
 
 COST AUDITORS
 
 The Board of Directors has appointed M/s. Meenu & Associates, Cost
 Accountants, Ludhiana as the Cost Auditors of the Company under Section
 233 B of the Companies Act, 1956 for which application to the Central
 Government has already been made seeking approval for appointment of
 Cost Auditors to conduct audit of the Company for the year 2011-12.
 
 SECRETARIAL COMPLIANCE CERTIFICATE
 
 M/S RCS & Company, the Secretarial Auditors of the Company retire at
 the ensuing Annual General Meeting. The reappointment of the
 Secretarial Auditors is to be approved by the members at the ensuing
 Annual General Meeting to verify the Secretarial records and to provide
 a compliance certificate for the financial year 2011-12. The Board
 recommends to reappoint M/s RCS & Company, the Secretarial Auditors and
 to fix their remuneration.
 
 Further, the Secretarial Compliance Certificate for financial year
 2010-11 received from M/s RCS & Company, Practicing Company Secretaries
 is annexed and forms part of this report as Annexure-II.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO.
 
 Information as per section 217(1)(e) read with Companies (Disclosure of
 particulars in the Report of Board of Directors) Rules, 1988 are given
 in the Annexure-III forming part of this report.
 
 PERSONNEL AND INDUSTRIAL RELATIONS
 
 The Management - Employees relations remained cordial throughout the
 year. The results achieved during the year have been possible only with
 the dedication and hard work at all levels of workers, staff and
 executives of the Company.
 
 Statement pursuant to section 217(2A) of the Companies Act, 1956 and
 the Companies (Particulars of Employees) Rules, 1975 is given below:
 
 Name of   Age  Designation 
                    &       Remuneration    Qualification  Experience 
 Director       Nature of 
                Duties          (Rs.)                       (Years) 
 
 Mr. 
 Kapil     61   Chairman 
                   &       33,73,010/-        B.Com       37 01.08.2009
 kumar 
 Jain           Managing 
                Director 
                looking 
                after all
                managerial 
                functions
                of the 
                Company
 
 Name of    Date of Commencement of Employment    Last Employment held
 Director  
 
 
 Mr. 
 Kapil          01.08.2009                         Vardhman Industries
 kumar 
 Jain                                               Limited(Chairman)
 
 
 Note: The above appointment is contractual and remuneration includes
 perquisites valued in accordance with the Income Tax Rules, 1962. Mr.
 Kapil Kumar Jain holds 2,32,000 equity shares representing 4.69 % in
 the paid up capital of the Company
 
 AUDIT COMMITTEE
 
 As per clause 49 of the Listing Agreement the Company has constituted
 an Audit Committee. The constituent members of the Audit Committee are
 Mr. Mohan Lal, Mr. Mohinder Pal Gupta and Mr. Jawahar Jain. Mr.
 Mohinder Pal Gupta is Chairman of the Committee. The statutory auditors
 and internal auditors are the permanent invitees to the audit committee
 meetings. The Committee met five times during the year under review.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Directors'' Responsibility Statement pursuant to the provisions of
 Section 217(2AA) of the Companies Act, 1956 is given in Annexure-IV
 forming part of this report.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to express their sincere thanks
 and appreciation to the team of executives, staff members and workers
 at all levels for their co-operation, hard work, dedication and
 devotion. Our thanks are also due to the Bankers, Financial
 Institutions, Government Authorities and Business constituents for
 their continued support and co-operaiton extended from time to time to
 the Company.
 
                                     By order of the Board of Directors
 
                                                                  Sd/- 
 
 PLACE : LUDHIANA                                     (KAPIL KUMAR JAIN) 
 
 DATED : 03.09.2011                        CHAIRMAN & MANAGING DIRECTOR