Directors Report of Anjani Synthetics Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors of your company have great pleasure in presenting the Thirty Second Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2016.

FINANCIAL SUMMARY

The summary of the company’s financial performance of the Company during the financial year 2015-16 as compared to the previous financial year 2014-15 is given below:

[Rupees in Lacs]

Particulars	Financial Year 2015-16	Financial Year 2014-15
Revenue from operations (Gross)	39967.41	34322.49
Less: Excise duty	0.00	0.00
Revenue from operations (Net)	39967.41	34322.49
Other income	31.58	226.00
Total Revenue	39999.00	34548.49
Expenses
(a) Cost of materials consumed	22264.40	15352.54
(b) Purchases of stock-in-trade	4374.75	8096.14
(c) Changes in inventories of FG, WIP & Stock-in-Trade	-359.16	-236.68
(d) Employee benefits expense	451.08	398.62
(e) Finance costs	1039.53	1068.12
(f) Depreciation and amortization expense	418.23	275.81
(g) Other expenses	11315.76	9036.63
Total Expenses	39504.59	33991.18
Profit/ (Loss) before tax	494.40	557.31
Tax expense:
(a) Current tax expense	89.00	129.00
(b) Deferred tax	33.41	0.00
(c) Prior Period Adjustment	-1.72	0.11
Profit / (Loss) for the year	373.72	428.20
Earnings per share (face value Rs.10/-) Basic & Diluted	3.46	3.96

OPERATIONS REVIEW:

The Company’s total revenue from operations during the financial year ended 31st March 2016 were Rs.39999.00 Lacs as against Rs.34548.49 Lacs of the previous year representing increase of approximately about 15.77% over the corresponding period of the previous year with total expenses of Rs.39504.59 lacs (previous year of Rs.33991.18 lacs). The Company has made Net Profit of Rs.373.72 Lacs as against Rs.428.20 Lacs of the previous year after considering Depreciation and Provision for Tax representing a decrease of approximately about 12.72% over the corresponding period of the previous year.

The EPS of the Company for the year 2015- 16 is Rs.3.46. The Company is looking forward to infuse additional working capital in the business of the Company in order to carry out the operation of the Company smoothly.

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March, 2016 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

EXPORTS

During the financial year, the Company has achieved export sales of Rs.1360.33 Lacs (previous year of Rs.1116.25 lacs). SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates Company. FIXED DEPOSIT:

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company. The Authorized Share Capital of the Company as at 31st March, 2016 stood at Rs.15,00,00,000/- and the Paid-up Equity Share Capital of the Company as at 31st March, 2016 stood at Rs.10,80,10,000/-. (Face value Rs.10/- each)

DIRECTORS:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have at least one Woman Director on the Board of the Company. Your Company has Mrs.Pooja Sharma as Director on the Board of the Company since 30.05.2015, who is presently the Non-Executive Independent Director of the Company.

As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vasudev S. Agarwal being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for reappointment, offers himself for re-appointment.

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr.Rakesh Agrawal is appointed as an Additional Director and he shall hold office only up to the date of this Annual General Meeting. The Company has received a notice in writing along with requisite deposit pursuant to section 160 of the Companies Act, 2013 proposing appointment of Mr. Rakesh Agrawal as a Director of the Company. Your board has recommended appointment of Mr. Rakesh Agrawal as an independent Director not liable to retire by rotation for a period of 5 years.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.anjanisynthetics.com

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Vasudev S. Agarwal, Chairman and Managing Director and Mr. Manoharlal S. Sharma, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company.

During the year under review 5 (five) Board Meetings were convened and held on 30.05.2015, 25.07.2015, 10.08.2015, 06.11.2015 and 11.02.2016. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are furnished in the Corporate Governance Report which forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as on 31st March, 2016 in Form MGT-9 forms part of this Annual Report as Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual Report as Annexure-II.

CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-III.

A certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Reg. 27 & 34 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

INSURANCE

Assets of your Company are adequately insured against various perils.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2016 and the date of Director’s Report i.e. 11.08.2016.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company’s Shares are listed.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board of Directors:

- Audit Committee

- Stakeholder’s and Relationship Committee

- Nomination and Remuneration Committee

- Management Committee

- Transfer Committee

The details with respect to the compositions, powers, terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.anjanisynthetics.com.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment.

BOARD DIVERSITY

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed.

During the financial year under review, the Independent Directors met on 11th February, 2016 inter-alia, to discuss:

- Performance evaluation of Non Independent Directors and Board of Directors as a whole;

- Performance evaluation of the Chairman of the Company;

- Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Remuneration Ratio of Directors/ KMP/ Employees:

Name	Designation	Remuneration Paid		/- in remuneration from previous year (Rs in lacs)	Ratio/ Times per Median of employee remuneration
		FY 2015-16 (Rs in lacs)	FY 2014-15 (Rs in lacs)
Vasudev S. Agarwal	CMD	18.00	18.00	0.00	612.24/6.12
Manoharlal S. Sharma	CFO	04.47	3.52	0.95	152.04/1.80

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: 97(Ninety Seven) as on 31 March, 2016.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. The details of Related Party Transactions are given in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company www.anjanisynthetics.com

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 as Annexure-IV.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

Statutory Auditors:

M/s.Nahta Jain & Associates, Chartered Accountants, Ahmadabad (Firm Registration No. 106801W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 31st Annual General Meeting (AGM) to the conclusion of the 36th Annual General Meeting (AGM), subject to ratification of the appointment by the members at every Annual General Meeting. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the companies Act, 2013 and the rules made there under.

Accordingly, the Board of Directors had recommended the ratification of appointment of M/s. Nahta Jain & Associates, Chartered Accountants, Ahmadabad as the Statutory Auditors of the Company to hold the office from the ensuing AGM till the conclusion of the next AGM on such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors.

Internal Auditors:

M/s. Kamal M. Shah & Co., Chartered Accountants, Ahmadabad has been appointed as Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Mukesh H. Shah, Practicing Company Secretary of Ahmadabad to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Report of the Secretarial Audit is annexed to this Annual Report as Annexure-V.

Cost Auditors

Your Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad as Cost Auditor of the Company to audit the cost accounts for the financial year 2016-17.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2016-17 on the recommendations made by the Audit Committee subject to the approval of the Central Government.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.34,270/- (apart from reimbursement of out of pocket expenses and applicable taxes, if any).

The Cost Audit report for the financial year 2014-15 was filed within the due date. The due date for submission of the Cost Audit Report for the financial year 2015-16 is within 180 days from 31st March, 2016.

Statutory Auditor’s Report:

The Statutory Auditors’ Report on the accounts of the Company for the accounting year ended 31^st March, 2016 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the “Directors’ Responsibility Statement”, and confirm that:

a) In preparation of annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31^st March, 2016 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board

For, ANJANI SYNTHETICS LIMITED

PLACE: AHMEDABAD.

DATE: 11.08.2016 Sd/-

[VASUDEV S. AGARWAL]

DIN: 01491403

CHAIRMAN & MD

---

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the Thirty First Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2015.

FINANCIAL RESULTS : [Rupees in Lacs]

Particulars Financial Year Financial Year 2014-15 2013-14

Revenue from operations (Gross) 34322.49 32266.69

Less : Excise duty 0.00 0.00

Revenue from operations (Net) 34322.49 32266.69

Other income 226.00 108.50

Total Revenue 34548.49 32375.19

Expenses:

(a) Cost of materials consumed 15352.54 17191.64

(b) Purchases of stock-in-trade 8096.14 4629.10

(c) Changes in inventories of FG, WIP & Stock-in-Trade (236.68) 402.19

(d) Employee benefits expense 398.62 334.19

(e) Finance costs 1068.12 1141.57

(f) Depreciation and amortization expense 275.81 193.04

(g) Other expenses 9036.63 8086.50

Total Expenses 33991.18 31978.22

Profit/ (Loss) before tax 557.31 396.10

Tax expense :

(a) Current tax expense 129.00 130.00

(b) Deferred tax 0.00 0.00

(c) Prior Period Adjustment 0.11 -0.72

Profit / (Loss) for the year 428.20 267.70

Earnings per share (face value Rs.10/-) Basic & Diluted 3.96 2.48

OPERATIONS REVIEW :

The Company's total revenue from operations during the financial year ended 31st March 2015 were Rs.34548.49 Lacs as against Rs. 32375.19 Lacs of the previous year representing increase of approximately about 6.71% over the corresponding period of the previous year with total expenses of Rs.33991.18 lacs (previous year of Rs.31978.22 lacs). The Company has made Net Profit of Rs.428.20 Lacs as against Rs.267.70 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments representing an increase of approximately about 59.96% over the corresponding period of the previous year. The EPS of the Company for the year 2014- 2015 is Rs. 3.96. The Company is looking forward to infuse additional working capital in the business of the Company in order to carry out the operation of the Company smoothly.

DIVIDEND :

No dividend has been recommended in respect of the financial year ended 31st March, 2015 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE REPORT :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. A certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGE :

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed.

FIXED DEPOSIT :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL :

During the year under review there is no change on share capital of the Company.

SUBSIDIARY COMPANY :

The Company does not have any subsidiary.

DIRECTORS & KMP :

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Vasudev S. Agarwal retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for reappointment.

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Pooja Sharma is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting. The Company has received a notice in writing alongwith requisite deposit pursuant to section 160 of the Companies Act, 2013 proposing appointment of Mrs. Pooja Sharma as a Director of the Company. Your board has recommended appointment of Mrs. Pooja Sharma as an independent Director not liable to retire by rotation for a period of 5 years.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

During the year under review 6 (six) Board Meetings were convened and held. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are furnished in the Corporate Governance Report which is attached as part of this Report.

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-A, in Form MGT-9 and is attached to this Report.

AUDITORS AND AUDITORS' REPORT :

M/s. Nahta Jain & Associates, Chartered Accountants of Ahmedabad retires at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment. Your Company has received letter from M/s. Nahta Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Nahta Jain & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 36th AGM of the Company to be held in the year 2020.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

INTERNAL AUDITORS :

M/s. Kamal M. Shah & Co., Chartered Accountants of Ahmedabad performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

SECRETARIAL AUDITORS AND REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mukesh H. Shah & Co., Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-B.

COST AUDITORS :

Your Company has appointed M/s. Kiran J. Mehta & Co., Cost Auditors of Ahmedabad, holding Firm Registration No.00025 to conduct audit of cost records of the Company for the year ended 31 March, 2016.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS :

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

ADDITIONAL DISCLOSURES :

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

RELATED PARTY TRANSACTIONS :

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Remuneration Ratio of Directors/ KMP/ Employees :

Name Designation Remuneration Paid FY 2014-15 FY 2013-14

Vasudev S. Agarwal CMD 1800000 1800000

Mahavirprasad S. Dalmia Director 425000 350000

Manoharlal S. Sharma* CFO 352400 427747

Name Increase in Ratio/ Times remuneration per Median from previous of employee year remuneration

Vasudev S. Agarwal Nil 550/6.50

Mahavirprasad S. Dalmia 75000 154/1.54

Manoharlal S. Sharma* -75347 127/1.30

'Appointed w.e.f. 30.05.2014.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: - 96 as on 31 March, 2015.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

BUSINESS RISK MANAGEMENT :

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

COMMITTEES OF BOARD :

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING :

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-C.

INSURANCE :

The Company has made necessary arrangements for adequate insuring of interests in various properties.

DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5)) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENTS :

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their condence reposed in the management.

For and on behalf of the Board For, ANJANI SYNTHETICS LIMITED

Sd/- [VASUDEV S. AGARWAL] PLACE : AHMEDABAD DIN : 01491403 DATE : 10.08.2015 CHAIRMAN & MD

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Thirtieth Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2014.

FINANCIAL RESULTS : (Rupees in Lacs)

Particulars Financial Year Financial Year 2013-14 2012-13

Revenue from operations (Gross) 32266.69 32445.22

Less: Excise duty 0.00 0.00

Revenue from operations (Net) 32266.69 32445.22

Other income 108.50 57.36

Total Revenue 32375.19 32502.58

Expenses

(a) Cost of materials consumed 17191.64 10813.70

(b) Purchases of stock-in-trade 4629.10 14839.48

(c) Changes in inventories of FG, WIP & Stock-in-Trade 402.19 -1137.88

(d) Employee benefits expense 334.19 309.30

(e) Finance costs 1141.57 1012.09

(f) Depreciation and amortization expense 193.04 201.26

(g) Other expenses 8086.50 6071.83

Total Expenses 31978.22 32109.79

Profit/(Loss) before tax 396.10 392.79

Tax expense:

(a) Current tax expense 130 133.00

(b) Deferred tax 0.00 0.00

(c) Prior Period Adjustment -0.72 -1.38

Profit / (Loss) for the year 267.70 261.18

Earnings per share (face value Rs. 10/-) Basic & Diluted 2.48 2.42

OPERATIONS REVIEW:

The Company''s total revenue from operations during the financial year ended 31st March 2014 were Rs.32375.19 Lacs as against Rs.32502.58 Lacs of the previous year representing decrease of approximately about 0.39% over the corresponding period of the previous year with total expenses of Rs.31978.22 lacs (previous year of Rs.32109.79 lacs). The Company has made Net Profit of Rs.267.70 Lacs as against Rs.261.18 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments representing an increase of approximately about 2.50% over the corresponding period of the previous year. The EPS of the Company for the year 2013- 2014 is Rs.2.48. The Company is looking forward to infuse additional working capital in the business of the Company in order to carry out the operation of the Company smoothly.

DIVIDEND:

No dividend has been recommended in respect of the year ended 31st March, 2014 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company''s activity is performing well in economy. The Company has obtained various order (domestic and exports) during the financial year 2013-14. Growth of the Industry is providing the opportunity to overcome the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the Company.

A separate report on management discussion and analysis is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Mahavirprasad S. Dalmia retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for reappointment.

Pursuant to Sections 149,152 and any other applicable provisions of the Companies Act, 2013, Mr. Manoj Lunia and Mr. Ajaybhai Shah, have been appointed as Independent Directors to hold office for five consecutive years.

AUDITORS AND AUDITORS'' REPORT:

Auditors, M/s. Nahta Jain & Associates, Chartered Accountants of Ahmedabad retires at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment. Pursuant to the new requirement of Section 139(1) of the Companies Act, 2013, the Board has recommended the reappointment of M/s. Nahta Jain & Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-15. The Auditors have given a Certificate to the effect that the reappointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013 (erstwhile Section 224(1 B) of the Companies Act, 1956).

The observations made by the Auditors'' in their Auditors'' report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

COST AUDITORS:

In terms of the MCA Circular No. 52/26/CAB-2010 dated 24 January 2012 and 6 November 2012, the Company is now required to carry out Cost Audit effective from 1st April 2012 and to comply the requirements, the Audit Committee has appointed M/s. Kiran J. Mehta & Co., Cost Auditors, holding Firm Registration No. 000025 to carry out Cost Audit of the Company for the financial year 2014-15 and their appointment is subject to approval of the Central Government, Ministry of Corporate Affairs, New Delhi.

The Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013.

The Audit Committee has obtained a certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company. The Cost Audit Report in respect of F.Y. 2013-14 will be filed on or before the due date.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975 (Section 134 of the Companies Act, 2013), as amended, is not required to be given as there were no employees coming within the purview of this section.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder. (Rupees in Lacs)

a) Conservation of energy : Rs.2165.93

b) Technology absorption, research & development : Rs. 12.93

c) FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earnings during the year : Rs. 1300.74

Foreign Exchange Outgo during the year : Rs. Nil

IRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, 2013, (erstwhile Section 217 (2AA) of the Companies Act, 1956) we hereby state that:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that date;

iii) we 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;

iv) we have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government Bodies, customers, shareholders and Business Associates which has helped the Company to sustain its growth even during these challenging times and hope that same will continue in future.

For and on behalf of the Board For, ANJANI SYNTHETICS LIMITED PLACE: AHMEDABAD. DATE: 30.05.2014 [VASUDEV S. AGARWAL] CHAIRMAN

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Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting the Twenty-Ninth Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2013.

FINANCIAL RESULTS :

(Rupees in Lacs) Particulars Financial Year Financial Year 2012-13 2011-12

Revenue from operations (Gross) 32445.22 30009.53

Less: Excise duty 0.00 0.00

Revenue from operations (Net) 32445.22 30009.53

Other income 57.36 19.49

Total Revenue 32502.58 30029.02

Expenses

(a) Cost of materials consumed 10813.70 14247.92

(b) Purchases of stock-in-trade 14839.48 8015.66

(c) Changes in inventories of FG, WIP & Stock-in-Trade -1137.88 -618.81

(d) Employee benefits expense 309.30 312.56

(e) Finance costs 1012.09 1019.12

(f) Depreciation and amortization expense 201.26 224.42

(g) Other expenses 6071.83 6376.49

Total Expenses 32109.79 29577.35

Profit/ (Loss) before tax 392.79 451.67 Tax expense:

(a) Current tax expense 133.00 151.00

(b) Deferred tax 0.00 0.00

(c) Prior Period Adjustment 1.38 1.57

Profit / (Loss) for the year 261.18 299.10

Earnings per share (face value Rs.10/-) Basic & Diluted 2.42 2.77

OPERATIONS REVIEW:

The Company’s total revenue from operations during the financial year ended 31st March 2013 were Rs.32502.58 Lacs as against Rs.30029.02 Lacs of the previous year representing an increase of approximately about 8.24% over the corresponding period of the previous year with total expenses of Rs.32109.79 lacs (previous year of Rs.29577.35 lacs). The Company has made Net Profit of Rs.261.18 Lacs as against Rs.299.10 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments representing a decrease of approximately about 12.68% over the corresponding period of the previous year. The EPS of the Company for the year 2012- 2013 is Rs.2.42. The decrease in profitability is mainly due to increase in the input cost especially raw material cost without increase in the selling price owing to market pressures.

DIVIDEND:

No dividend has been recommended in respect of the year ended 31st March, 2013 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

At the ensuing Annual General Meeting Mr. Manoj Lunia will retire by rotation and being eligible and offers him-self for re- appointment in the term of provision of Articles of Association of the Company.

AUDITORS AND AUDITORS’ REPORT:

M/s. Nahta Jain & Associates, Chartered Accountants of Ahmedabad Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Shareholders are requested to appoint the auditors of the Company and fix their remuneration.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders’ value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors’ Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company’s activity is performing well in economy. The Company has obtained various order (domestic and exports) during the financial year 2012-13. Growth of the Industry is providing the opportunity to over come the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy : Rs. 1559.97 lacs

b) Technology absorption, research & development : Rs. NIL

c) FOREIGN EXCHANGE EARNINGS AND OUTGO : (Rs. in lacs) Foreign Exchange Earnings during the year : Rs. 1512.89 Foreign Exchange Outgo during the year : Rs. Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) 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;

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors acknowledge their unmatched valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD

FOR, ANJANI SYNTHETICS LIMITED

PLACE : AHMEDABAD [VASUDEV S. AGARWAL]

DATE : 28.05.2013 Chairman and MD

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Mar 31, 2010

The Directors have great pleasure in presenting the 26th Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2010

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Financial Year Financial Year 2009-10 2008-09

Total Income (Turnover) 22026.06 21689.51

Depreciation 320.80 327.32

ProfitV(Loss) before Taxation 417.55 473.57

Provision for taxation current tax 182.00 187.00

Profit/(Loss) after Tax 242.22 300.48

OPERATIONS REVIEW ;

During the yearunder review, the Companys total income (turnover) was Rs.22026.06 Lacs as compared to Rs.21689.51 Lacs of the prevwus year total income. During the year 2009-10 ASL has shown a growth of 1.55% over the previous year. The company has earned net profit of Rs.242.22 Lacs after providing for depreciation of Rs.300.48 Lacs and taxation (Current tax) of Rs. 182,00 Lacs for the year ended 31st March 2010.

DIVIDEND:

No dividend be recommended in respect of the year ended 31st March, 2010 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

FIXED DEPOSIT :

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS :

Mr Ajaykumar C. Shah and Mr Mahavirprasad S. Dalmia were appointed as additional directors of the Company with effect from 23.11 2009 and 30.04.2010 respectively and are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting.

Mr. Vasudev S. Agarwal. Managing Director of the Company has designated as Chairman and Managing Director w.e.f. 30.04.2010.

Mr. Bhoors.ngh B. Parihar and Mr. Subhkaran T. Agarwal, Directors have resigned from the Board with effect from 23.11.2009 and 30,04.2010 respectively. The Board placed on record its deep sense of appreciation for the invaluable contribution made by outgoing Directors during their tenure as Directors of the Company.

Mr. Manoj Lunia, Director of the Company retires by rotation at the ensuing Annual General Meeting being eligible he has himself for re-appointment.

AUDITORS:

Auditors of the Company, M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Shareholders are requested to appoint them as auditors and fix their remuneration.

AUDITORS REPORT :

The observations made by the Auditors in their Auditors Report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

ADDITIONAL DISCLOSURES :

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc. _

CORPORATE GOVERNANCE REPORT :

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES :

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

INSURANCE.

The Company has made necessary arrangements for adequate insuring of interests in various properties.

MANAGEMENT DISCUSSION AND ANALYSIS :

Management Discussion and Analysis Report is part of Director Report ,s annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Information pursuant to Section 217(1 )(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder

a) Conservation of energy Rs. Nil

b) Technology absorption, research & development Rs. Nil

c) FOREIGN EXCHANGE EARNINGSAND OUTGO:

Foreign Exchange Earnings during the year Rs. 322569841.00

Foreign Exchange Outgo during the year Rs. Nil

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) 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;

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT :

Your Directors acknowledge their unmatched valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD FOR, ANJANI SYNTHETICS LIMITED

PLACE : AHMEDABAD [VASUDEVS, AGARWAL]

DATE : 25.08,2010 Chairman and MD