To The Members,
 
 The have pleasure in presenting to you the Annual Report along with the
 audited accounts for the year ended on 31st March 2012.
 
 FINANCIAL RESULTS
 
                                                        (Amount in Rs.)
 
 Particulars                                  31.03.2012     31.03.2011
 
 Sales                                      38,70,42.129   73,60,41,865
 
 Other Income                                                         -
 
 Increase / decrease in stock                  1 ,71,613    1,84,77,296
 
 Total expenditure                           417.998.310    747.162.008
 
 Profit before tax                           (30,956,181)   (11,120,143)
 
 Provision for Taxation                                               -
 
 Provision of FBT                                                     -
 
 Provision for Deferred tax liabilities        10,53,992     10,809,386
 
 Profit after tax                            (29,902,189)      (310,757)
 
 DIVIDEND
 
 Keeping in mind the expansion plans of the Company and also to conserve
 the resources of the Company and to utilize the resources for the
 Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of
 Directors does not recommend a dividend for the financial year 2011-12
 
 REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
 
 In the backdrop of the financial crisis witnessed in the previous
 financial years and the subsequent fallout, FY 2011-12 was an extremely
 challenging year for your Company. The operations of the Company also
 hit by the market sentiments and overall profitability of the company
 is also shown downtrend during the year.
 
 During the year under review the sales turnover of the Company changes
 to Rs.  38,70,42.129/- as compared to previous years of Rs.
 73,60,41,865/-. Also the net profit/Loss after tax also moved down from
 the last year. The net loss after tax of Rs.  (29,902,189) as compared
 to previous year of Rs. (310,757).
 
 Your Company continues with its task to build businesses with long-term
 goals based on its intrinsic strengths in terms of its powerful brands,
 quality manufacturing prowess, distribution strengths and customer
 relationships. To accelerate further value creation, your Company
 continues to evaluate new areas of growth. The initiatives aimed at
 rationalizing and streamlining operations, to bring about efficiencies
 and reducing costs, remain top priority.
 
 ASIA''S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
 
 A BIRD EYE VIEW OF ASIA''S BIGGEST - VERTEX TEXTILE PARK & MEGA
 INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)
 
 Initially MIDC was requested to allot 400 acres of land to Vertex on 1
 September 2006 for a textile park in Nardhana. Thereafter MIDC offered
 the same to Vertex on November 3, 2006.  Consequently on December 28,
 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
 Mr. Suresh Sharma. Advance possession of land took place on January 2,
 2007.
 
 The status of MEGA PROJECT came about to be conferred on Vertex
 Spinning Limited by the Government of Maharashtra on 29 September 2007.
 This was signed by the principal Secretary, Mr. Jayrath in the presence
 of Mr. Ashok Chavan then Minister of Industries and present Chief
 Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the
 Government of Maharashtra. Registration of the lease deed for 99 years
 took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
 TEXTILES PARK plan layout was approved on 12 February 2009.
 
 MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
 installed a 5 Megawatt Power Station in the month of August 2009, which
 will be handed over to the MSEB for supply of power in November 2009.
 
 Maharashtra accounts for 25% or 65 million kilograms of the India''s
 total cotton production. This important region produces 17% of cotton
 yarn on 16.6 spindles of country''s total installed capacity. The
 State has the largest number of 100% Export Oriented units, that''s
 more than 560 or 22% of the country''s EOU. The state also accounts
 for 30% of the Country''s exports which amounts to more than Rs. 897
 billion.
 
 These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
 and the prospective associated are to benefit from not just another
 textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
 region formerly known as Khandesh before Marathas.
 
 10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
 the planned 100, water facilities, street lamps etc. are already in
 place. This township offers readymade galas starting from 5000 squares
 ft. to larger made to order sheds, industrial buildings and factories
 depending on individual needs.
 
 Also on offer are attractive investment opportunities in the Commercial
 Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing
 Homes, Banks and ATMs, Hotels and Food Courts, and Schools and
 Colleges.
 
 Generously spread out between latitude 20 38'' to 21 61'' N and
 longitude 73 50'' to 75 11''.  Nardhana spans across 8061 Square
 Kilometres. The Satpuda Hills bound the region in the north. The height
 varying between 300 to 600 meters above sea level makes for cooler
 dispositions.
 
 The Tapi Basin supplies water to the region, which has a population of
 7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168
 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur
 accommodates 138 villages, while Shinkheda another sub division has
 around 143 villages.
 
 The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
 Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a
 cotton growing area, central to the nation''s textile industry.
 
 The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
 MIDC level Private Sector Industrial Park. The Park also happens to be
 the first Private Sector Industrial Park to have 1 FSI (Floor Space
 Index) for the plot area. With 99years lease hold on properly,
 permissions have been also been granted for hypothecation of land and
 building to financial institutions.
 
 The park also has an extra street radial feeder power supply. There are
 registered plant and machinery suppliers on site. The project aims to
 build valuable Foreign Exchange.
 
 Finished products can be display at the facilities made available here.
 Arrangements of Contractors, Architects, Electrical Suppliers, and
 Contractors have been made. The park fails under the octroi free zone.
 There are stamp duty exemptions unit.
 
 MIDC has approved the town planning layout. Effluent Treatment Plant
 (ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent
 Treatment Plant (DETP) Systems are part of the park.
 
 An 18 meters or 60 feet wide CC Road with footpath and street light
 hopes to keep the town bustling with activity. A 12 meters or 40 feet
 wide CC Internal Road hopes to keep the place well connected. The park
 has a well-planned duct drench System for utilities. 15% green space
 has been allocated to keep the project, environment friendly.
 
 Local Bus and State Transportation facilities are on the charts. The
 project promises case to basis, height and margin relaxation. The
 township ensures low maintenance cast with a healthy atmosphere. Basic
 infrastructure here includes, Compound Lancing for Security , Drainage
 System, Sewage Collation and Dumping System, Solid Waste Collation and
 Dumping System, , Power Sub-Station and Distribution Systems, Water
 Storage and Distribution System, Street Lighting Water Harvesting,
 Storm Water Management, Landscape Gardens, a 5 Star Hotel, an
 Engineering Collage and a Medical College with a 300 bed Hospital, a
 Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck
 Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump
 Stations, Fire Lighting arrangements, and everything that''s necessary
 for smooth functioning.
 
 As per plan, 64.58 percent of the allotted land comes under Sub plot
 with measures up to 924071.21 square meters. 5.51 percent or 77098.78
 square meters has been allocated for CFC or commercial plots. The open
 spaces areas measure up to 140500.08 square meters which amounts to
 10.03 percent of the land. 19.8 percent or 78329.83 square meters makes
 up the total road area.
 
 Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing,
 Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters,
 Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing
 Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging,
 Readymade Garments, Bulletproof.
 
 Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth,
 Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing,
 Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing
 Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick
 Formulations, Weighing Scales, Screen Printer mfg, qots Grinding
 Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic
 Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg,
 Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and
 Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg,
 Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals,
 Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines,
 Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg,
 Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver
 Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals
 Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant
 mfg, Carding, Drawing Units, Ginning Industries, and more are expected
 to associate with this unique venture.
 
 Here''s how associates are going to benefit. All types of micro and
 small units are allowed under the Industrial Promotion Subsidy 40%
 fixed capital investment for 8 years. Under the same subsidy, all types
 of medium and large units are allowed 25% fixed capital investment for
 5 years.
 
 Micro and small hosiery knitwear and ready garment units are allowed a
 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
 to be granted for a period of 15 years. In the Octroi Free Zone refund
 of Octroi duties are on the charts. All units are to be allowed stamp
 duty exemption upto March 31, 2012.
 
 All units are also liable to a maximum of 5% interest subsidy on the
 plant and machineries for Technology up gradation. All units are to
 have subsidy on quality certification valued to the tune 50% expenses
 upto 1 lac. Similarly all units are to have subsidy on patent
 registration to the tune 50% expenses upto 5 years.
 
 Take a look at the finance involved with the project. The total capital
 outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
 US Dollars) including investments in Land, Factory Building, Plant and
 Machinery and common infrastructure and facilities.
 
 NEW PLANT
 
 Your Company is undertaking continuous endeavors for expansion of its
 domestic and overseas customers by implementing new facilities. For
 establishing manufacturing facilities. Your Company has started work
 for its Nardhana Plant. The Company has already purchased land situated
 at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
 possession from MIDC Authorities. The power and water has reached to
 the site and the company will start building construction activity
 their. The company will expected to start production activity their in
 the current Financial year 2012-13.
 
 DIRECTORS
 
 Shri Surendra Mungee and Shri Girija Prasad Sharma are being liable for
 retire by rotation and offer them self to appoint further as Director
 of the Company.
 
 The brief particulars of all Directors, for which approval of members
 for their appointment or re-appointment are sought, have been provided
 below pursuant to Clause 49 of the Listing Agreement relating to
 Corporate Governance.
 
 REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-
 
 AT THE ENSUING ANNUAL GENERAL MEETING, SHRI SURENDRA MUNGEE AND SHRI
 GIRIRAJ PRASAD SHARMA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE
 BY ROTATION AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.
 
 PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE
 CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS
 ARE GIVEN BELOW:-
 
 SHRI SURENDRA MUNGEE AND SHRI GIRIRAJ PRASAD SHARMA, HAVE VAST
 KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT
 INFORMATION SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN
 VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE
 MANAGEMENT OF THE COMPANY.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
 Directors state that:
 
 That in preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures, if any.
 
 That 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 true and fair view of the state of affairs of
 the company at the end of the financial year and of the profit of the
 company for that period.
 
 That the Directors have taken proper and sufficient care of the
 maintenance of adequate accounting records in accordance with the
 provisions of this act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities.
 
 That the Directors have prepared the annual accounts on a going concern
 basis.
 
 DEPOSITS
 
 The company has not accepted any deposit from the public attracting the
 provisions of Sec 58A of the Companies Act 1956.
 
 AUDITORS
 
 M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring
 auditor who have express their willingness for re-appointment.
 
 Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is
 proposed by a member of the Company, to appoint as Auditor of the
 Company. They have furnished a certificate to the effect that their
 appointment if made, would be within the prescribed limits under Sec
 224(1B) of the Companies Act 1956.
 
 AUDITORS'' REPORT
 
 Report of the auditors and their observations and notes to the accounts
 of the company for the year under review are attached herewith which
 are self-explanatory and do not require further explanation.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
 INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
 
 This information required to be given under section 217 (1) (c) of the
 Companies Act, 1956 read with the Companies (Disclosure of particulars
 in the Report of the Director) Rules 1988 is annexed herewith.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Sec 217(2A) of the Companies Act 1956 is
 not given as there was no employee in receipt of remuneration during
 the year, exceeding the limits prescribed by the Companies (Particulars
 of Employees) Rules, 1975 as revised.
 
 LISTING
 
 Your Company continues to be listed on the Stock Exchange, Mumbai where
 the Company''s shares are being traded. The Company has paid Listing
 Fees for the year 2012- 13.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management discussion and Analysis Report is provided in separate
 section and forming part of this report.
 
 CORPORATE GOVERNANCE
 
 Your Company believes that Corporate Governance is a voluntary code of
 self discipline. In line with this policy, the Board of Directors
 strongly believes that it is very important that the company follows
 healthy Corporate Governance practices and reports to shareholders the
 progress made on the various measures undertaken. Therefore, your
 Directors have been reporting the initiatives on Corporate Governance
 measures adopted by your company.
 
 ACKNOWLEDGEMENT
 
 The company has developed a very cordial, warm and close relationship
 with the Investors, various Government and Semi-Government Departments,
 Banks and Financial Institutions, Customers, Suppliers and other
 service providers. The Board of Directors wish to gratefully
 acknowledge the co-operation, assistance and guidance received from all
 of them. The company could make the progress it has in these years due
 to the dedication and creativity of its staff at all levels. The Board
 of Directors wishes to place on record its warm appreciation for these
 efforts.
 
                               For and on behalf of Board of Director
 
                                                                 Sd/- 
 
                                                        Suresh Sharma 
 
                                                             Chairman
 Place: Mumbai.  
 
 Date: 31/08/2012.