To, The Members of WELSPUN SYNTEX LIMITED,
 
 The Directors are pleased to present the Twenty-Ninenth Annual Report
 together with Audited Statement of Accounts of the Company for the year
 ended 31st March 2012.
 
 FINANCIAL RESULTS AND APPROPRIATIONS
 
                                                   (in Lacs)
 
                                             2011-12         2010-11
 
 Gross Profit before Depredation and
 
 Finance Expenses                            4151.81         3423.13
 
 Less: Finance Expenses                      1734.19         1071.62
 
 Depredation                                 1261.27         1139.47
 
 Profit/(Loss) before tax                    1156.35         1212.04
 
 Less-Current Tax-Current year                231.36          241.57
 
 -Earlier period *                                 0          (69.64)
 
 Add- MAT credit entitlement                 (231.36)        (241.57)
 
 AJd Fringe Benefit Tax                        (0.89)           0.34
 
 Profit/(Loss) aftertax                      1157.24         1281.34
 
 Profit/(Loss) brought forward                965.12         (316.21)
 Dividend on optionally convertible
 
 cumulative preference shares                 590.72               0
 
 Tax on Dividend                               95.84               0
 
 Balance carried to Balance Sheet            1435.80          965.12
 
 DIVIDEND
 
 The Board of Directors have recommended dividend including accumulated
 of Rs.590.72 Lacs on Optionally Convertible Cumulative Preference
 shares
 
 OPERATIONS
 
 During the year under review, Net sales and services and Gross Profit
 before Interest and Depreciation were of Rs. 61155.05 Lacs and Rs. 4151.81
 Lacs respectively as compared to Rs. 50291.39 Lacs and Rs. 3423.13 Lacs
 respectively for the previous year. Net sales and services of the
 Company and Gross Profits has thus increased by 21.60 % and 21.29 %
 over the previous year.
 
 Exports during the financial year 2011-12 were ofRs. 14236.46 Lacs as
 compared to Rs. 10401.08 Lacs during the previous year, registering
 increase by 36.87%.
 
 Power cost increased due to increase in power tariff both in Palghar,
 Maharashtra as well as at Rakholi, Silvassa.  Interest cost increased
 due to rate of interest and increase in borrowing for working capital.
 Foreign exchange difference losses were of Rs.344.71 Lacs during the
 financial year 2011-12 in view of fluctuation in foreign exchange. The
 Company has developed Panipat market for carpet yarn, yarn for Bath
 rugs, and spandex covered yarn for denim industry. The Company has been
 accredited with BBB rating {investment grade} by the credit
 rating agency, CARE. This is as against our earlier rating of BBB-
  {non-investment grade}
 
 EXPANSION
 
 The Company is under major expansion at total capital outlay of Rs.
 168.37 Crores so as to increase capacity of texturised yarn, spinning
 capacity of POY/FDY/mother yarn splitting ( mother yarn-polyester)
 capacities, Dyed texturised yarn and introducing BCF (Bulk Continuous
 Filament) Yarn which is useful for making Bath-rugs and Carpets.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 i.  In the preparation of the annual accounts, applicable accounting
 standards have been followed, with proper disclosure of any departures.
 
 ii.  The accounting policies are consistently applied and reasonable,
 prudent judgment and estimates are made so as to give a true and fair
 view of the state of affairs of the Company at the end of the financial
 year 31 st March, 2012 and of the profit or loss of the Company for
 that period.
 
 iii. That the directors have taken proper and sufficient care for 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.
 
 iv.  That the directors have prepared the accounts on a going concern
 basis.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Shri Rajesh R. Mandawewala and
 Shri R.K. Jain, the directors of the Company retire by rotation at the
 29th Annual General Meeting and being eligible have offered themselves
 for reappointment.
 
 Board has recommended re-appointment of the aforesaid directors.
 
 AUDIT COMMITTEE
 
 Constitution of Audit Committee is mentioned in Corporate Governance
 Report as enclosed.
 
 The Audit Committee consists of the following 3 Independent
 Non-Executive Directors
 
 a.  Raj Kumar Jain - Chairman
 
 b.  Atul Desai - Member
 
 c.  M.K.Tandon - Member 
 
 PUBLIC DEPOSITS
 
 The Company has not accepted deposits during the year within the
 meaning of Section 58A of the Companies Act, 1956 read with The
 Companies (Acceptance of Deposit) Rules, 1975.
 
 AUDITORS
 
 Your Company''s Auditors, M/s. MGB & Co, Chartered Accountants retire
 at the ensuing Annual General Meeting and being eligible, have given
 their consent to act as an Auditors of the Company. Members are
 requested to consider their reappointment as the Auditors of the
 Company for the current year and to fix their remuneration.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is annexed hereto as a part
 of this Report. Management Discussion and Analysis Statement is
 separately given in the Annual Report. A certificate from the Auditors
 of the Company regarding compliance of conditions of Corporate
 Governance as prescribed under Clause 49 of the Listing Agreement is
 attached to this report.
 
 AUDITORS'' REPORT
 
 Please refer to Auditors'' Observations/ qualifications and in
 relation thereto the Board of directors'' state as under:
 
 i) Para 4(f) referring Note no. 29 of notes of accounts and state that
 the Company is in the process of executing document to transfer Land to
 the name of the Company. The Company is in possession of Land without
 any interference for more than 12 years in respect of Rakholi land.
 
 THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES, 1988
 
 In terms of the above Rules, your Directors are pleased to give the
 particulars as prescribed therein in the Annexure, which forms a part
 of the Directors'' Report. Form B relating to research and technology,
 absorption being nil is not attached.
 
 Foreign exchange used and earning is mentioned below: Used: Rs. 9219.55
 Lacs (Rs. 6052.67 Lacs)
 
 Earning: Rs. 13720.08 Lacs (Rs. 9773.10 Lacs)
 
 PARTICULARS OF EMPLOYEES
 
 There were no employees covered under the purview of the Section 217
 (2A) of the Companies Act, 1956 and the Rule framed thereunder.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to express gratitude for valuable
 assistance and co-operation extended to the Company by Financial
 Institutions, Commercial Banks and other authorities.
 
                            FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
 
                             B.  A. Kale              R. R. Mandawewala
 
                             Executive Director       Director
 
 Place : Mumbai,
 
 Date : 23rd May 2012