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Directors Report of AYM Syntex Ltd.

Mar 31, 2023

The Directors are pleased to present 40th Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

2022-23

2021-22

2022-23

*Revenue from operations

1,45,778.22

1,49,145.95

1,45,778.22

Other Income

786.85

435.91

786.85

Total revenue

1,46,565.07

149,581.86

1,46,565.07

EBIDTA

10,314.85

16,606.47

10,314.32

EBIDTA Margin (%)

7.08

11.10

7.08

Finance Costs

3,599.41

3,593.89

3599.42

Depreciation and amortization expense

5,651.87

5,055.83

5651.87

Profit before tax

1,063.57

7,956.76

1063.03

Current Tax

435.59

1,403.55

435.59

Deferred tax

(88.76)

1,471.78

(88.76)

Profit after tax

716.74

5,081.43

716.20

Other comprehensive income for the year, net of tax

74.92

13.06

74.92

Total comprehensive income for the year

791.66

5,094.49

791.12

Earnings per share (Basic)

1.43

10.14

1.42

Earnings per share (Diluted)

1.41

10.01

1.41

*Revenue from operations excludes other operative income.

DIVIDEND

In order to conserve the resources of the Company, the Board has not recommended dividend on equity shares during the year under review.

AMOUNT TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to the reserves.

COMPANY''S PERFORMANCE AND OUTLOOK Standalone:

Revenues from operations (net) were at Rs. 1,45,778.22 Lakhs as compared to Rs. 149,145.95 Lakhs in the previous year. Exports during the financial year 2022-23 were of Rs. 67,719.78 Lakhs as compared to Rs. 66,157.75 Lakhs during the previous year.

The Profit Before Tax for the full year has declined to Rs. 1,063.57 Lakhs as compared to Rs. 7,956.76 Lakhs and PAT has declined to Rs. 716.74 Lakhs as compared to Rs. 5,081.43 Lakhs in the financial year 2022-23.

Consolidated:

The Company incorporated a subsidiary "AYM Textile Private Limited" on June 27, 2022. Accordingly, the Company is required

to prepare consolidated financial statements for the first time for the year ended March 31, 2023. During the period ended March 31, 2023, subsidiary has not carried any commercial transactions. Accordingly, the consolidated financial results are tabulated above.

As the subsidiary was incorporated during the FY 2022-23, corresponding figures for the year ended March 31, 2022 are not required to be furnished in the these consolidated financial statements.

SHARE CAPITAL AND LISTING Issue of Employee Stock Options

Pursuant to the exercise of options by the grantees, the Company has allotted 1,02,680 equity shares under the AYM ESOP Scheme 2018 and 97,000 equity shares at the face value of Rs. 10/- each under the AYM ESOP Scheme 2021. The said shares are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014, as amended thereto, the details of Employees Stock Option Schemes of the Company as on March 31, 2023, are furnished in Annexure A attached herewith and forms part of this Report.

Issue of Equity Shares with Differential Rights

The Company does not have any equity shares with differential rights.

Issue of Sweat Equity Shares

During the year under review, the Company has not issued any sweat equity share.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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 March 31, 2023 and of the profit and loss of the Company for that period;

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 on a going concern basis;

e) the directors have laid down 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.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Company''s Board comprises of a mix of executive and nonexecutive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy.

There has been no change in the composition of Board of Directors and Key Managerial Personnel during the year under review. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of sub-regulation (6)(e) of Regulation 17 of the SEBI (LODR) Regulations, 2015, the Members of the Company have approved the remuneration payable to Mr. Abhishek Mandawewala, Managing Director and CEO & Mrs. Khushboo Mandawewala, Whole Time Director of the Company, by passing special resolution(s) vide postal ballot notice dated February 4, 2023.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Khushboo A. Mandawewala is retiring by rotation at the 40th Annual General Meeting and being eligible has been recommended for re-appointment as a director liable to retire by rotation by the Board.

A brief resume and other details as required under the Act and Listing Regulations for re-appointment of Directors is provided in the Notice of the 40th AGM of your Company.

COMMITTEES OF THE BOARD OF DIRECTORS

Information on the Audit committee, the Nomination and Remuneration committee, the Stakeholders Relationship committee, the Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors of the Company, namely, Mr. Atul Desai, Mr. Mohan K. Tandon and Mr. K.H. Viswanathan, have given their declaration that they meet the eligibility criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("The Act") and Regulation 25(8) of SEBI (LODR)

Regulations, 2015 ("LODR") and that there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion, all the independent directors fulfill the conditions prescribed under the Act and LODR and they are independent of the Company and its management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (IICA), Manesar, Gurgaon, Haryana-122052 as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and are exempted from undergoing online proficiency self-assessment test.

Policy on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Act is placed on website of the Company and web link thereto is

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

BOARD EVALUATION

During the year under review, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant Rules, and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations and based on the circular issued by SEBI dated January 5, 2017, with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires. In a separate meeting of Independent Directors, the performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors based on the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall

performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, independence of the committee from the Board, contribution to decisions of the Board, etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of our Company as approved by the Board of directors'' is hosted on the Company''s website and web link

thereto is https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

The annual report on CSR, under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as Annexure B;

MEETINGS OF BOARD OF DIRECTORS

Four meetings of the Board of Directors were conducted during the financial year 2022-23, details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is a subsidiary of Mandawewala Enterprises Limited.

Further, the Board in its meeting held on May 7, 2022, had approved forming a new Wholly Owned Subsidiary (WOS) Company namely AYM Textiles Private Limited (AYM Textiles). As on March 31, 2023 the Company has 1 subsidiary Company and there have been no commercial transactions during the year. AYM Textiles was incorporated vide Certificate of Incorporation dated June 27, 2022 duly issued by the Registrar of Companies, Mumbai.

AYM Textiles has yet to commence its business operations. AYM Textiles was incorporated as WOS of the Company to fulfill the stipulations specified for participation under the New Production Linked Incentive (PLI) Scheme of GOI for Textiles. A report on the performance and financial position of (AYM Textiles is attached in Form AOC-1 as Annexure C to this Report. The Policy on Material Subsidiaries of the Company is placed on the website of the Company and can be accessed at

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at (link).

The Company did not have any joint ventures or associate companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of investments made, loans and guarantee given and securities, if any provided under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

PARTICULARS OF EMPLOYEES

The statement of disclosures of remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure E and forms an integral part of this Report.

The information regarding employee remuneration as required pursuant to Rule 5(2) and 5(3) of the above Rules is available for inspection. A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars, which is available for inspection by the members. Any member interested in obtaining a copy thereof may write to the Company Secretary.

None of the employees holds (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC) WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company believes that internal control is a prerequisite of governance and that action emanating out of agreed business plans should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to

ensuring an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

Your Company has well documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes.

For the year ended March 31, 2023, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations, wherein adequate controls are in place and operating effectively and no material weakness exists.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a policy on related party transactions, which is also available on Company''s website at

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

This policy deals with the review and approval of related party transactions and any significant modifications in the said transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the year 2022-23 were in ordinary course of the business and at arm''s length basis. No material related party transactions i.e., transaction exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to your Company and hence does not form part of this report.

Members may refer to note no. 48 to the financial statement which sets out related party disclosures pursuant to IND AS-24.

VIGIL MECHANISM

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to

the Audit committee.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can

be accessed at https://www.avmsvntex.com/investors/shareholder-information

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

a. Conservation of energy:

(i) the steps taken or impact on conservation of

energy:

• Installed high efficiency motors in 5 Utility Machines resulting in saving of 15% power consumption.

• Installed DIDW (double inlet double width) AHU supply fans by replacing SISW (Single inlet single width) AHU supply fans resulting in saving of 15% power consumption.

• Replaced 3 Screw compressors with one centrifugal compressor.

• Reduce the Speed of Dyeing 11 Pump By Ac drive Installation to reduce energy consumption by 7.5 Kw/hr.

• Jet Cleaning of MEE to reduce energy consumption by 7.75 KW/hr i.e., 186 Unit/day.

(ii) the steps taken by the Company for utilizing

alternate sources of energy:

• Biomass Boiler installed by replacing Furnace oil boiler for steam generation.

(iii) the capital investment on energy conservation

equipment: Rs. 286 Lakhs.

b. Technology absorption:

(i) The efforts made towards technology absorption:

• Converted Line 6A/6B/7B/7C from PET POY to PET FDY

• Converted Line 9/11/14/15 from 4 End to 8 end production.

• Converted 6 BCF manufacturing lines from regular BCF to Alternative product.

• Installation of 5 new Mother Yarn manufactu -ring lines and 1 IDY manufacturing lines.

• Install 3 new WSF machines to improve the yarn quality

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

• Reduction in Energy Consumption and cost saving

• Improvement in product quality

• Improvement in machine operating efficiency

• Reduction in packing material cost

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) Research and Development expenditures:

Rs. in Lakhs

Particulars

2022-23

2021-22

Revenue expenditure

1001.81

1,255.64

Capital expenditure

NIL

23.86

Total

1001.81

1279.50

c. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earning in Foreign exchange - Rs. 677,19.78 Lakhs

Outgo in Foreign exchange - Rs. 532,53.12 Lakhs

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding at the end of the year under report.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 39th Annual General Meeting have approved the appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Registration No- 012754N/N-500016), as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of the 39th Annual General Meeting till the conclusion of 44th Annual General Meeting. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITORS'' REPORT

The Report given by M/s Price Waterhouse Chartered Accountants LLP on the financial statement of the Company for the year 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

There is no qualified opinion in the Auditors'' Report. However, we refer to para i (c) of Annexure B of Independent Auditor''s Report and state that in respect of documents of title deeds of residential flats belonging and in possession of the Company carrying gross value of Rs. 14.85 lakhs are not traceable. The Company is in the process of tracing the physical agreements of the aforesaid flats.

COST AUDITOR AND COST RECORDS

In terms of the Section 148 of the Companies Act, 2013 (''the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records have been prepared and maintained by the Company as specified by the Central Government.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014 and in accordance with the recommendation of the Audit Committee, the Board of Directors has appointed M/s Kiran J Mehta & Co., Cost Accountants, being eligible, as Cost Auditors of your Company to carry out the cost audit of products manufactured by the Company. Your Company has received their written consent from M/s Kiran J Mehta & Co. to the effect that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder. Requisite resolution for ratification of remuneration of the Cost Auditors, by the members, has been set out in the Notice of the 40th Annual General Meeting of your Company.

During the year 2022-23 the Cost Accountants had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Members are requested to ratify remuneration as fixed by the Board of directors by passing an ordinary resolution in the Annual General Meeting.

SECRETARIAL AUDITOR AND AUDIT REPORT

The Secretarial Audit of the Company for the financial year 202223, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, was conducted by Mr. Hitesh J. Gupta, Practicing Company Secretary (CP No. 12722). The Secretarial Audit Report is annexed as Annexure D and forms an integral part of this Report.

There has been no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report. During the year 2022-23, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

As per the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has obtained an Annual Secretarial Compliance Report for the year ended March 31, 2023 from Mr. Hitesh Gupta, Practicing Company Secretary, who is also the Secretarial Auditor of the Company. The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year 2022-23, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to the provisions of SEBI (LODR) Regulations, 2015, the Company has obtained a certificate from Mr. Hitesh J. Gupta, Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by SEBI / Ministry of Corporate Affairs or any such regulatory authority.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Audit Committee has been entrusted with the responsibility of overseeing various organizational risks (strategic, operational and financial). The Audit Committee also assesses the adequacy of mitigation plans to address such risks. An overarching Risk Management Policy which was approved by the Board is in place. The Company has developed and implemented an integrated Enterprise Risk Management (ERM) Framework through which it identifies monitors, mitigates & reports key risks which impact the Company''s ability to meet its strategic objectives. The ERM team engages with all Function heads to identify internal and external events that may have an adverse impact on the achievement of Company''s objectives and periodically monitors changes in both internal and external environment leading to emergence of a new threat/risk. These risks are captured in a risk register with all the relevant information such as risk description, root cause and any existing mitigation plans. The risk register is refreshed semi-annually. Risks are categorised into Strategic, Financial, Operational, Compliance & Reputational. ERM risk assessments covering

Company''s various businesses and functions are a key input for the annual internal audit program. During FY22, the focus was on reviewing effectiveness of actions taken to mitigate business, cyber security and other operational & Compliance risks.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc., so as to enable them to take well-informed decisions in timely manner. The details of the Familiarization Programme conducted are available on the website of the Company:

https://avmsvntex.com/investors/corporate-governance/policies-code-compliances

CODE OFCONDUCT

The Company has Code of Conduct for Board members and Senior Management personnel. A copy of the Code of conduct has been placed on the Company''s website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (''ICC'') under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, no cases of sexual harassment were reported in your Company. During the year, the Company has not received any complaints. There are no complaints pending as at the end of the financial year.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as

Annexure F and forms integral part of this Report (hereinafter "Corporate Governance Report").

Management Discussion and Analysis Statement is separately given in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

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

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made, or any proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company during the year along with their status as at the end of the financial year is not applicable.

MISCELLANEOUS

During the year under Report, there was no change in the general nature of business of the Company.

No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

CAUTIONARY STATEMENT

The information and statements in the Management''s Discussion & Analysis regarding the objectives, expectations or anticipations may be forward-looking within the meaning of applicable securities, laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, financial institutions, business associates, members and other stakeholders and authorities for their continued support to the Company. We thank the governments of various countries where we have our operations. We thank the Government of India, particularly the Ministry of Textiles. The Directors appreciate and value the contribution made by every member of the AYM family.



Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present 35th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2018. These financial statements are the first financial statements of the Company under Ind AS.

I. Financial Highlights

(Rs.in Lakhs)

2017-18

2016-17

Revenue from operations (Net of Excise*)

85,041.57

77,934.09

Other Income

558.95

378.47

Total revenue

85,600.52

78,312.56

EBIDTA

6,933.77

10,108.95

EBIDTA Margin (%)

8.20

13.00

Finance Costs

2,792.76

2,272.52

Depreciation and amortization expense

3,297.38

3,027.25

Profit before tax

843.63

4,809.18

Current tax

182.70

984.49

Deferred tax

(139.12)

(229.18)

Profit after tax

800.05

4,053.87

Other comprehensive income for the year, net of tax

(5.87)

(53.41)

Total comprehensive income for the year

794.18

4,000.46

Earning per share (Basic & Diluted) Rs.

2.02

10.33

* Revenue from operations includes other operative income.

II. Dividend

In order to conserve resources of the Company, the Board has not recommended dividend on equity shares.

III. Performance and Outlook

During the year under review, revenue from operations (Net of Excise) & other operative income at RS. 85,041.57 Lakhs was as compared to RS. 77,934.09 Lakhs for previous year. Exports during the financial year 201718 were of RS. 27,398.35 lakhs as compared to RS. 16,665.28 lakhs during the previous year.

Performance of textile industry was affected due to introduction of The Goods and Service Tax (GST) during the year, lingering impact of demonetization of certain currency note in the previous year and increase in price of Nylon chips, the raw materials for Nylon yarn.

The Surat based textile industry reeled under GST impact, utilization of production capacity was therefore down during the year. Several traders and weavers did not initially get registered under GST, thereby affecting sales. Strike by textile industry in Surat and other places for protesting GST has affected sales of high margin products.

Increase in prices of the raw materials due to increase in price of crude has affected performance of the Company.

The Company now concentrates on polyester yarn rather than Nylon yarn, production of high quality products, increasing efficiency and utilisation of installed capacity, increase in customers and exports, etc.

The Company continuously develops new products to have better margin of profits.

The expansion project at an estimated project cost of RS. 76.50 crores for installation of spinning line, texturised machinery, sewing thread set up is under progress and is likely to be completed by the end of SeptembeRs. 2018.

The Company has further undertaken expansion programme at an estimated project cost of RS. 119 Crores to increase capacity of BCF yarn, manufacture new products by installing high tenacity lines, Nylon POY line, texturised machine, sewing thread set up and multiple yarn machines.

During the year, your Company’s long term credit rating and short term credit rating has been reaffirmed by CARE as CARE A and CARE A1 respectively. India Rating and Research Private Limited has reaffirmed rating of IND A for long term loans and fund based working capital facilities and IND A 1 for non-fund based working capital facilities.

Share Capital and Listing

a. Preferential issue of equity shares 63,50,000 equity shares of RS. 10 each at a premium of RS. 65 each issued and allotted to Mandawewala Enterprises Limited on preferential basis has been listed by BSE on 26th April 2018 and NSE on 13th April 2018.

43,16,666 warrants of RS. 75 each issued and allotted to Mandawewala Enterprises Limited are convertible into equity shares of RS. 10 each at premium of RS. 65 per share at the option of holder of the warrant in the ratio of 1:1 within 18 months from the date of allotment.

There is no deviation in the utilization of funds raised through the said equity/warrant from the purpose mentioned in the explanatory statement of the Notice convening Extra Ordinary General meeting held on 28th February 2018.

b. Issue of Employee Stock Options

The Shareholders of the Company has approved AYM ESOP scheme 2018 (“the scheme”) for issue of 9,80,989 equity shares under the scheme at Extra Ordinary General Meeting held on 28th February 2018; BSE has accorded In-principle approval for issue and allotment of the said shares on 26th April 2018 and NSE approved on 27th April 2018.

Your Director’s at their meeting held on 13th August 2018 has granted 980,800 Equity Shares of RS. 10 each at par under the said scheme to managerial personnel of the Company, vesting period is over a period of 5 years as per the scheme.

IV. Directors’ Responsibility Statement

a. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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 31st March 2018 and of the profit and loss of the Company for that period;

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 on a going concern basis;

e. The Directors have laid down 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.

V. Disclosure as Required Under the Companies Act, 2013

a. Mr. Atul Desai, Mr. M. K. Tandon, Ms. Mala Todarwal and Mr. K. H. Viswanathan, the independent Directors have given declaration that they met the criteria of independent Directors as provided in sub section 6 of Section 149 of the Companies Act, 2013;

b. Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 is placed on website of the Company and web link thereto is http://www.aymsyntex. com/uploads/slide r/nomination-and-remuneration-policy_asl-1-0152884001473234325.pdf

c. In compliance with the Act and SEBI (LODR) Regulation, 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration committee, has evaluated the effectiveness of the Board, its committees and individual Directors and all the results were satisfactory;

d. The CSR policy of our Company as approved by the Board of Directors’ is hosted on the Company’s website and web link thereto is http://www. aymsyntex.com/userfiles/file/CSR%20 Policy.pdf. Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure A;

e. Meeting of Board of Directors were conducted six times during the financial year 2017-18.

f. The Company is a subsidiary of Mandawewala Enterprises Limited.

g. Ratio of remuneration of Mr. B. A. Kale (Upto 6th May 2017) and Mr. Abhishek R. Mandawewala, the Directors to the median employee’s remuneration and other details are as under:

Name

Designation

Remuneration

% Increase

Ratio of Remuneration to Median Remuneration of employees (No. of times)

Mr. B.A. Kale

Executive Director (upto 6th May 2017)

138.57

NA1

102.06

Mr. Abhishek Mandawewala

Managing Director and CEO (w.e.f. 6th May 2017)

117.70

3.9%

66.09

Mr. Himanshu Dhaddha

Chief Financial Officer

67.22

NA2

37.75

Mr. Kaushik Kapasi

Company Secretary

41.94

NIL

23.55

1. Resigned w.e.f. 6th May 2017 and hence % increase is not computable.

2. Joined on 8th NovembeRs. 2016 and hence %increase is not computable.

Notes :

i. Average increase in remuneration of employees other than managerial personnel : 6.0% and managerial persons :3.0%

ii. The number of permanent employees on the rolls of Company: 1594

iii. The percentage increase in the median remuneration of employees in FY 2017-18 was 4.8%.

iv. Affirmation that the remuneration is as per the remuneration policy of the Company.

h. Mr. Abhishek R. Mandawewala, Managing Director & CEO and Mr. B. A. Kale, Executive Director (upto May 6 2017) of the Company have not received any remuneration from Mandawewala Enterprises Limited, the holding company.

i. Details in respect of adequacy of Internal Financial Controls (IFC) with reference to the Financial Statements:

Your Company has designed and implemented a framework for internal finance controls and the same are adequate and were operating effectively. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regulation.

Your Company has well documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation’s risk management, control and governance processes.

For the year ended 31st March 2018, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations, wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company’s operation.

j. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm’s length basis and were in the ordinary course of business, to serve mutual need and mutual interest. Form AOC 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 is annexed as Annexure B. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company’s policy on related party transactions as approved by the Board is hosted on your Company’s website and a weblink thereto is http:// www.aymsyntex.com/uploads/slider/ related-parties-transaction-policy_asl-0334404001465570841 .pdf. The details of the related party transactions are set out in Note 47 to the financial statements forming part of this report.

k. Particulars of loans, guarantees or investments under section 186:

The Company has not granted any loans or provided any guarantees or security under section 186 of The Companies Act during the financial year. However, the Company has made investment of RS. 70,75,880/- by acquiring 7,07,588 class A Equity Shares of RS. 10 each of Sai Wardha Power Generation Limited during the financial year. The said investment is included under the heading Security Deposit under Note-15 in the Financial Statements in accordance with the requirements of Ind AS - 32 ‘Financial Instrument’.

l. Details of establishment of vigil mechanism for Directors and employees as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015:

The Company has a Whistle Blower Policy and Vigil Mechanism for its Directors and employees and no personnel have been denied access to Mr. Atul Desai, Chairman of the Audit Committee.

VI. Extract of Annual Return

An extract of Annual Return report in Section 92 of The Indian Companies Act, 2013 is placed on website of the Company and a weblink thereto is: http:Wwww.aymsyntex.com/ uploads/slider/doc00901720180810172707. pdf.

VII. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a. Conservation of energy:

i. The steps taken or impact on conservation of energy:

The Company has taken several steps for improving efficiency of Utilities, repairing insulation lines, attending air leakage in POY division and Utility, etc. and saved 4473 units per day at Rakholi plant.

ii. The steps taken by the Company for utilizing alternate sources of energy: Nil

iii. The capital investment on energy conservation equipments: Nil

b. Technology absorption:

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

iv. Research and Development expenditures:

c. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earning in Foreign exchange -RS. 27398.35 Lakhs

Outgo in Foreign exchange -RS. 22029.44 Lakhs

VIII. Directors/ Key Managerial Personnel (KMP)

Mr. Abhishek R. Mandawewala being the longest in duration is liable to retire by rotation at the 35th Annual General Meeting. He holds the office of Managing Director and CEO upto 31st July 2018. The Board of Directors at their meeting held on 21st May 2018 reappointed him as a Managing Director & CEO for a further period of three years with effect from 1st August 2018.

Mr. K. H. Viswanathan has been reappointed as an independent Director for the second term with effect from 1st August 2018 for a period of five years by the Board of Directors at their meeting held on 21st May 2018.

Board has recommended the aforesaid reappointment of Mr. K. H. Viswanathan and Mr. Abhishek R. Mandawewala.

IX. Committees of the Board of Directors

Information on the Audit committee, the Nomination and Remuneration committee, the Stakeholders Relationship committee, the Corporate Social Responsibility committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

X. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding at the end of the year under report.

XI. Auditors

Price Waterhouse Chartered Accountants LLP the statutory auditors holds office of auditors for a period of five years from 28th SeptembeRs. 2017, the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.

XII. Cost Auditor and Cost Records

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Audiotrs) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2018-19 at remuneration of RS. 1.10 lakhs per annum on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

XIII. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

XIV. Auditors’ Report

There is no qualified opinion in the Auditors’ Report.

We refer to para i (c) of Annexure B of Independent Auditor’s Report and state that the Company is in the process of executing document to transfer freehold land in respect of two plots of RS. 20.04 Lakhs (net block) in the name of the Company. The Company is in possession of land without any interference for more than 12 year Further in respect of documents of title deeds of six residential flats of RS. 10.18 lakhs (net block), we clarify that the said flats are in the name of the Company and the Company is in the process of tracing the physical agreements of the said flats.

XV. Secretarial Audit Report

A Secretarial Audit Report given by Mr. A. L. Makhija, the Company Secretary in practice is herewith annexed as Annexure C.

XVI. Risk Management Policy

The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk includes manpower development, product efficiency, pace of development of new products, competition. Board has not identified any risk which threatens the existence of the Company.

XVII.Familiarization Program for Independent Directors (Regulation 46 of SEBI (LODR), 2015)

The details of familiarization program (for independent Directors) is disclosed on the Company’s website and a web link thereto is http://www.aymsyntex.com/ uploads/slider/familiarisation-policy_asl-0696954001465570802.pdf

XVIII. Code of Conduct

The Company has Code of Conduct for Board members and Senior Management personnel. A copy of the Code of conduct has been put on the Company’s website for information of all the members of the Board and management personnel and a weblink thereto is http://www.aymsyntex. com/ uploads/slider/code-of-conduct_asl-0346189001465455595.pdf.

All Board members and senior management personnel have affirmed compliance of the same.

XIX. Particulars af Employees

Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D.

XX. Prevention of Sexual Harassment at Workplace

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has adopted a policy on prevention of sexual harassment at workplace.

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

During the year, the Company has received one complaint and appropriate action has been taken by the Company in this regard.

XXI. 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. Your Directors also wish to place on record sincere appreciation of the dedicated services, hard work, solidarity and profuse support of all the employees of the Company.

For And On Behalf of the Board of Directors

Rajesh R Mandawewala

Chairman

DIN: 00007179

Place: Mumbai

Date : 13th August 2018


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty-Second Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

I. FINANCIAL RESULTS

(Rs. in lacs)

2014-15 2013-14

Gross Profit before Depreciation 8687.32 6303.31 & Finance Expenses

Less: Finance Expenses 2391.64 2389.65

Depreciation 2020.22 1911.04

Profit/(Loss) before tax 4275.46 2002.62

Less - Current Tax - Current year 906.49 430.27

- Earlier period - 33.59

Add - MAT credit entitlement (906.49) (430.27)

Add/(Less) -Fringe Benefit Tax - -

Profit/ (Loss) after tax 4275.46 1969.03

II. DIVIDEND

The Board of Directors has recommended accumulated dividend subject to approval of banks of -

* Rs. 3,06,11,750 on already redeemed 8% Redeemable Cumulative Preference Shares;

* Rs. 37,87,397 on already converted 6% Optionally Convertible Cumulative preference shares into Equity shares

III. OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 834.86 Crores and Rs. 86.87 Crores respectively as compared to Rs. 896.38 Crores and Rs. 63.03 Crores respectively for the previous year. Net sales and services of the Company have been reduced by 6.86 % but net profit has increased by 117% over the previous year.

Exports during the financial year 2014-15 were of Rs. 185 Crores as compared to Rs. 214 Crores during the previous year.

Turnover of the Company is reduced due to reduction in price of raw materials and finished goods following slash in price of crude oil. Concentration on high margin products, development of new products and production of BCF yarn coupled with reduction in prices of raw materials following slash in price of crude oil has increased profitability of the Company.

The Company has received in house R & D recognition for Rakholi and Palghar R & D Centers from Department of Scientific & Industrial Research.

India Rating & Research vide their letter dated May 13 2015 has assigned a Long term issuer rating and working capital facilities of IND A-; outlook stable.

IV. ExPANSION

The Company proposes to double its existing BCF manufacturing capacity, increase capacity of Dyeing vessel, install Nylon mother yarn line, add laboratory equipment, etc. at an estimated project cost of Rs. 70 Crores which is proposed to be financed by way of internal accruals of Rs. 23 Crores and term loan of Rs. 47 Crores. Approvals of Banks for the term loan have been received. Implementation of the project is commenced and is likely to be completed by the end of 30th April 2016.

V. DIRECTORS' RESPONSIBILITY STATEMENT

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

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 31st March 2015 and of the profit and loss of the company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

VI. DISCLOSURE AS REQUIRED UNDER THE COMPANIES ACT 2013:

a. Mr. Atul Desai, Mr. M. K. Tandon, Ms. Mala Todarwal and Mr. K. H. Viswanathan, the independent directors have given declaration that they met the criteria of independent directors as provided in sub section 6 of Section 149 of the Companies act 2013.

b. Nomination and Remuneration committee (NRC) at their meeting held on 29th May 2014 approved and recommended policy relating to criteria for determining qualifications, positive attributes and independence of directors, the remuneration for the directors, key managerial personnel and other employees; the Board of directors approved the said policy as recommended by NRC at its meeting held on 29th May 2014.

c. NRC at their meeting held on 21st January 2015 laid down criteria for the evaluation of Board of directors. Evaluation of directors consisted of two parts i.e. quantitative data and qualitative data. The instruments was so designed that only ticks was required with no provision for descriptions, name of the directors who has evaluated is not disclosed. Evaluation took place in March 2015 and the same was discussed by the Board of directors and took remedial action at its meeting held on 30th March 2015 (Rules 8 (4) under Chapter 9 of the Companies (Accounts) Rules, 2014)

d. CSR activities is attached- Refer Annexure A

e. Meeting of Board of directors were conducted four times during the financial year 2014-15.

f. The Company is a subsidiary of Krishiraj Trading Limited.

g. Ratio of remuneration of Mr. B A Kale to the median employee's remuneration and other details as may be prescribed - Section 197 (12)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; 124.66 times

(ii) the percentage increase in remuneration of Chief Financial Officer: 15%, Company Secretary:10%

(iii) the percentage increase in the median remuneration of employees in the financial year: 0%

(iv) the number of permanent employees on the rolls of company: 1535

(v) the explanation on the relationship between average increase in remuneration and company performance:

* Increase in remuneration is largely based on performance of individuals.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

* Commission to ED and incentives to some of the executives besides fixed salary are directly related to performance of the Company

(vii) 31/03/2014 31/03/2015 Variation

Market 30.10 134.79 104.69 capitalization (Rs. in lacs)

P/E ratio 1.53 3.15 1.62

Market price 7.67 34.35 26.68 per share (in Rs. ) EPS (in Rs. ) 5.02 10.90 5.88

Public Offer price on Market issue of shares on price as on preferential basis as 31/03/2015 on 7-12-2012 Rs. 13.48 per share Rs. 34.35

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average increase in remuneration of employees other than managerial personnel 10% and key managerial persons - 12.50%

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company - Commission @ 2.50% on net Profit to executive director and Incentives to some of KMP is directly based on performance of the Company

(x) the key parameters for any variable component of remuneration availed by the directors- 2.5% commission on Profits calculated under section 197 of the Companies act 2013 to Executive director besides fixed remuneration

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- nil; and

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

h. Mr. B. A. Kale, executive director of the Company has not received any remuneration from Krishiraj Trading Limited, the holding company.

i. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Internal financial controls are adequate and were operating effectively. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regulation.

j. Details of arrangement entered into with Welspun Wintex Limited under section 189 ( related party) is mentioned in form AOC-2 as mentioned below under Rule 8 (2) of the Companies (Accounts) Rules, 2014

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with Related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including Certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis - No such transaction

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship

* Welspun Wintex Limited

(b) Nature of contracts/arrangements/transactions

* Purchase of POY

(c) Duration of the contracts / arrangements/transactions

* 01.04.2014 TO 30.06.2014

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

* Rs. 255.12 Lacs

(e) Date(s) of approval by the Board, if any:

* Board meeting dated 01.08.2014

(f) Amount paid as advances, if any:

* Nil

A. Particulars of loans, guarantees or investments under section 186.

The Company has not made investment nor given loan nor provide any guarantee for repayment of loan under section 186 of the act

B. Details of establishment of vigil mechanism for directors and employees

Clause 49(II) (F) of listing agreement.

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and no personnel have been denied access to the Audit Committee.

VII. Conservation of energy, technology absorption and foreign exchangeearnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; nil

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has availed power partly from alternative source by entering into agreement with Daksha Infrastructure Pvt Ltd on open access basis and saved the amount of Rs. 50.56 Lacs

(iii) the capital investment on energy conservation equipment's;

Nil

(B) Technology absorption:

* The Company has not entered into technical collaboration and as such not applicable.

The Research and Development capital/revenue expenditure during FY 2014-15 is Rs. 760.52 Lacs.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

FOB value of export - Rs. 17292.07 lacs

CIF value of imports - Rs. 19108.65 lacs

VIII. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B. A. Kale and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 32nd Annual General Meeting and being eligible has offered themselves for reappointment.

Mr. Abhishek Mandawewala has been appointed as an additional director w.e.f. 31.07.2015 and whole time director w.e.f. independent 01.08.2015

Mr. K. H. Viswanathan has been appointed as an additional Independent director with effect from 31.07.2015.

Board has recommended re-appointment of the aforesaid retiring directors, appointment of Mr. K. H. Viswanathan as an independent director and Mr. Abhishek Mandawewala as a director/whole time director.

Mr. Bhaskar Sen, Sr. Vice President (Accounts and Commercial) is appointed as a CFO by the Board of Directors at its meeting held on 1st August 2014.

IX. AUDIT COMMITTEE

The Audit Committee consists of the following 5 Non-Executive Directors

a. Mr. Atul Desai - Chairman

b. Mr. M. K.Tandon - Member, independent

c. Ms. Mala Todarwal - Member, independent

d. Mr. K. H. Viswanathan (w.e.f. 31.07.2015) - Member, independent

e. Mr. R. R. Mandawewala (w.e.f. 14.05.2015) - Member

x. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act 2013 Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

xI. AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants were re-appointed for the period of three years till the conclusion of 34th Annual General meeting. Members are requested to ratify their appointment from the conclusion of 32nd Annual General Meeting to the conclusion of 33rd Annual General Meeting.

xII. 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.

XIII. AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under: Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the 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 view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 29 is necessary.

XIV. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Mr. A. L. Makhija, a company secretary in practice is herewith annexed.

XV. RISK MANAGEMENT POLICY

Board of Directors at their meeting held on 29th January 2015 considered and approved risk management policy and identified the major risk in price volatility in key raw materials.

XVI. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR (CLAUSE 49 OF LISTING AGREEMENT)

The details of familiarization program (for independent directors) is disclosed on the Company's website and a web link thereto is http://www.welspunsyntex.com/userfiles/file/WSL_Familiarisation_ policy.pdf

XVII. CODE OF CONDUCT

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Company's website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

XVIII. PARTICULARS OF EMPLOYEES

Details of the every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith attached.

XIX. 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. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

B. A. Kale R. R. Mandawewala Executive Director Director Mumbai, Date: 31st July 2015


Mar 31, 2014

The Members,

WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirty-frst Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Gross Profit before Depreciation and 6303.33 4948.19 Finance Expenses

Less: Finance Expenses 2389.65 1864.70

Depreciation 1911.04 1481.03

Profit/(Loss) before tax 2002.64 1602.46

Less – Current Tax – Current year 430.27 318.19

-Earlier period 33.59 0

Add - MAT credit entitlement (430.27) (318.19)

Add/(Less) -Fringe benefit Tax - -

Profit/ (Loss) after tax 1969.05 1602.46

DIVIDEND

The Board of Directors have recommended accumulated dividend subject to approval of Banks of - Rs.6,05,81,128/- on already redeemed 10% Optionally Cumulative Convertible preference shares (accumulated upto the date of redemption);

- Rs.6,14,18,763/- on already redeemed 8% Redeemable Cumulative Preference Shares. (accumulated upto 31st March 2008)

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 89638.15 Lacs and Rs.6303.33 Lacs respectively as compared to Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 15.50% and 27.39 % respectively over the previous year.

Exports during the financial year 2013-14 were of Rs. 21449.23 Lacs as compared to Rs. 21335.30 Lacs during the previous year.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of 614.30 Lacs as against Rs. 115.59 Lacs during the previous year in view of fuctuation in foreign exchange. Packing, Dyes and chemical cost have also increased due to strong USD in frst two quarters. Market was comparatively weak during the third quarter. The Company has developed market for carpet yarn, yarn for Bath rugs and spandex covered yarn for denim industry. In spite of increase in cost, the earnings have increased due to several steps taken by the Company during the year for improving margins.

EXPANSION

The Company has completed the expansion project at approximate cost of Rs.150 crores by 15th December 2013. It has increased Texturised , spinning capacity of Nylon mother yarn and produced new product Bulk continuous flament yarn. Now the Company proposes to install additional machinery for manufacturing BCF yarn at an installed capacity of 540 MT per annum , the cost of which alongwith accessories are aggregating to Rs.10 Crores.

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 31st March, 2014 and of the Profit or loss of the Company for that period.

iii. That the directors have taken proper and suffcient 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, 2013 and the Articles of Association of the Company, Mr. B. K. Goenka and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 31st Annual General Meeting and being eligible have offered themselves for reappointment.

Board of Directors has appointed Mr. Atul Desai and Mr. M. K. Tandon as independent directors at their meeting held on 29th May 2014 for a period of five years and Ms. Mala Todarwal as an independent woman director at their meeting held on 1st August 2014 for a period of two years.

Board has recommended re-appointment of the aforesaid retiring directors and appointment of independent directors.

AUDIT COMMITTEE

The Audit Committee consists of the following 3 Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member, independent

c. M.K.Tandon - Member, independent

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 auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the three years 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 certifcate 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:

Auditors have qualified report under para ''''Basis for qualified opinion'''' drawing attention to Note no. 30 of notes to the 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 view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 30 is necessary.

COST AUDIT REPORT

Due date of fling of the Cost audit report for the Financial year 2013-14 as submitted by M/S. Kishore Bhatia & Associates, Cost Accountant is 27th September 2014.

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.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

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. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS B. A. Kale R.R.Mandawewala Executive Director Director

Mumbai, Date: 1st August 2014


Mar 31, 2013

To , The Members of WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirtieth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs) 2012-13 2011-12

Gross Profit before Depreciation and Finance Expenses 4948.19 4151.81

Less: Finance Expenses 1864.70 1734.19

Depreciation 1481.03 1261.27

Profit/(Loss) before tax 1602.46 1156.35

Less – Current Tax – Current year 318.19 231.36

Earlier period 0 0

Add – MAT credit entitlement (318.19) (231.36)

Add/(Less) – Fringe Benefit Tax (0.89)

Profit/ (Loss) after tax 1602.46 1157.24

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively as compared to Rs. 61155.05 Lacs and Rs. 4151.81 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 26.90% and 19.18% respectively over the previous year.

Exports during the financial year 2012-13 were of Rs. 21335.30 Lacs as compared to Rs. 14236.46 Lacs during the previous year, registering increase by 49.86%.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of Rs. 115.59 Lacs during the financial year 2012-13 in view of fluctuation in foreign exchange. The Company has developed market for carpet yarn, yarn for Bath rugs, and spandex covered yarn for denim industry.

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 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 31st March, 2013 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 Bhalchandra Anant Kale and Shri M.K. Tandon, the directors of the Company retire by rotation at the 30th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended re-appointment of the aforesaid directors.

AUDIT COMMITTEE

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) Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the 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 view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no 29, is necessary,

ii) We refer to para (iv) of Annexure to Auditors Report and state that appropriate action shall be taken to strengthen internal control system pertaining to fixed assets.

COST AUDITOR

The Company has appointed M/S. Kishore Bhatia & Associates, Cost Accountant as a Cost auditor pursuant to order issued by Ministry of Corporate affairs, cost audit branch dated 6th November 2012. Due date of filing the report is 27th September 2013.

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. 19218.70 Lacs (Rs. 9219.55 Lacs) Earning: Rs.18702.00 Lacs (Rs.13720.08 Lacs)

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hardwork, solidarity and profuse support by all the employees of the Company.

For and on behalf of the Board of Directors

B. A. Kale R.R.Mandawewala

Executive Director Director

Place : Mumbai,

Date: 22nd May 2013


Mar 31, 2012

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


Mar 31, 2011

The Members,

WELSPUN SYNTEX LIMITED

The Directors are pleased to present the Twenty-eighth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in Lacs)

2010-11 2009-2010

Gross Profit before Depreciation and Finance Expenses 3222.34 2711.86

Less: Finance Expenses 870.83 933.23

Depreciation 1139.47 1065.89

Profit/(Loss) before tax 1212.04 712.74

Provision for tax – Current Tax 241.57 121.13

MAT credit entitlement (241.57) (121.13)

Earlier Tax (69.64) Nil

Fringe Benefit Tax 0.34 Nil

Profit/ (Loss) after tax 1281.34 712.74

Profit/ (Loss) brought forward (316.21) (1028.95)

Balance carried to Balance Sheet 965.12 (316.21)

In order to conserve resources, no dividend is recommended.

OPERATIONS

During the year under review, Net sales / services and Gross Profit before Interest and Depreciation were of Rs. 49633.26 Lacs and Rs. 3222.34 Lacs respectively as compared to Rs. 36112.19 Lacs and Rs. 2711.86 Lacs respectively for the previous year. Turnover of the Company and Gross Profits has thus increased by 37.44 % and 18.82% over the previous year.

FOB value of Exports during the financial year 2010-11 were of Rs. 9773.10 Lacs as compared to Rs. 6671.84 Lacs during the previous year, registering increase by 46.48%.

Performance has improved due to cost effective steps taken by the management, change in product mix, increase in production and increase in demand of polyester texturised yarn due to increase in prices of cotton.

Expansion

The Company is under minor expansion at total capital outlay of Rs. 33.10 Crores. The company added texturised machine, dyeing machine, twisting machine and is in the process of installing POY line/FDY line.

The project is partly financed by way of term loan of Rs. 21.91 Crores and balance by way of internal accruals. The said expansion is likely to be completed by June, 2011.

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 31st March, 2011 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

Shri R.R.Mandawewala, has resigned from office of Managing Director, however he continues to be a Director of the Company. Shri M. L. Mittal has resigned from the office of directorship with effect from 14-02-2011. The Board appreciated services rendered by them during tenure of their office.

Shri B.A. Kale has been appointed as an additional director as well as an Executive Director of the Company w.e.f. 30.10.2010. He holds office as a director upto the date of ensuing Annual General Meeting and is eligible for reappointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri B.K.Goenka and Shri Atul Desai, the directors of the Company retire by rotation at the 28th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended appointments/re-appointments of the aforesaid directors.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

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 to Note no. 9 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.

ii) Para (i) (a) of the Annexure and state that we have given sufficient description of all individual assets in fixed Assets Register and based thereon the assets are easily identifiable.

References drawn by the auditors in their report other than mentioned above are self-explanatory.

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. 6052.67 Lacs (Rs. 3684.84 Lacs)

Earning : Rs. 9773.10 Lacs (Rs. 6671.84 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.

APPRECIATION

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Employees, Commercial Banks and other authorities.

For and on behalf of the Board of Directors

B. A. Kale R.R.Mandawewala Executive Director Director

Mumbai, 25 May 2011


Mar 31, 2010

The Directors are pleased to present the Twenty-seventh Annual Report together with Audited Statement of Accounts of the Company for the year ended 31 March, 2010.

FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in Lacs)

2009-2010 2008-2009

Gross Proft before Depreciation

and Finance Expenses 2711.86 1522.81

Less: Finance Expenses 933.23 1047.13

Depreciation 1065.89 1185.49

Proft/(Loss) before tax 712.74 (709.81)

Provision for tax - Current Tax 121.13 Nil

MAT credit entitlement (121.13) Nil

Earlier Tax Nil 4.42

Fringe Beneft Tax Nil 11.32

Proft/(Loss) after tax 712.74 (725.55)

Proft/ (Loss) brought forward (1028.95) (290.36)

Less: Transfer to Fixed Assets Nil 13.04

Balance carried to Balance Sheet (316.21) (1028.95)



In view of accumulated losses, no dividend is recommended.

OPERATIONS

During the year under review, Net sales / services and Gross Proft before Interest and Depreciation were of Rs. 36112.18 Lacs and Rs.2711.86 Lacs respectively as compared to Rs. 31400.50 Lacs and Rs. 1522.81 Lacs respectively for the previous year. Turnover of the Company and Gross Profts is thus increased by 15% and 78% respectively over the previous year.

Exports during the fnancial year 2009-10 were of Rs.7038.27 Lacs as compared to Rs. 5471.99 Lacs during the previous year, registering increase by 28%.

Performance is improved due to

1) Cost effective steps taken by the management.

2) Stability in price of raw materials,

3) Change in product mix, suiting marketing conditions

4) De-bottlenecking for proftable varieties by installing Double density texturised machine, precision cone winders, High BulkTFO machine, new attachments, etc.

5) Increase in production at both plants

6) Increase in demand of Polyester due to increase in prices of cotton

7) Thrust on Exports ( 30% of total volume )

8) Engaging Over-seas technicians to develop new products & improve plant effciencies

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 fnancial year 31 March, 2010 and of the proft or loss of the Company for that period.

iii. That the directors have taken proper and suffcient 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 Raj Kumar Jain and Shri M. K. Tandon, the directors of the Company retire by rotation at the 27th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended their re-appointments.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

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 Companys Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fx 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 certifcate 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/ qualifcations and state as under:

i) Para 4(f) referring to Note no. 10 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.

ii) Para (i) (a) of the Annexure and state that we have given suffcient description of all individual assets in fxed Assets Register and based thereon the assets are easily identifable.

iii) Para (ix) (a) of the Annexure and state that delay in payment of statutory dues in few cases is due to administrative diffculty.

iv) Para (xi) of the Annexure and state that default in repayment of installments/ interests to Banks and debenture holders was due to cash crunch.

References drawn by the auditors in their report other than mentioned above are self-explanatory.

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.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 forms part of this report.

APPRECIATION

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Employees, Commercial Banks and other authorities.

For and on behalf of the Board of Directors

R.R. Mandawewala M. L. Mittal

Managing Director Director

Mumbai, 11 May, 2010

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