Directors Report of ACS Technologies Ltd.

Mar 31, 2016

DIRECTORS REPORT

To,

The Members of LN INDUSTRIES INDIA LIMITED.

The Directors hereby present the Twenty Second Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2016 and the Report of the Auditor thereon.

FINANCIAL RESULTS:

(Rs. In Lakhs

Particulars	For the year ended 31st March '' 2016	For the year ended 31st March '' 2015
Revenue from operations	0.00	46.34
Other Income	5.68	2.86
Total Income	5.68	49.20
Total Expenditure	2,875.88	443.17
Profit / (Loss) before exceptional items	(2,870.20)	(393.97)
Exceptional Items	2.60	0.97
Profit / (Loss) before extraordinary items	(2,872.80)	(394.94)
Extraordinary items	0.00	0.00
Profit / (Loss) before tax	(2,872.80)	(394.94)
Less : Provision for tax	0.00	0.00
Profit / (Loss) after tax for the year	(2,872.80)	(394.94)
Basic and Diluted EPS	(2.83)	(0.39)

STATE OF COMPANY''S AFFAIRS:

The manufacturing operations of the Company have not taken place during the year owing to non-availability of the working capital from the banks as the credit facilities from State Bank of Hyderabad have become NPA. Company is taking steps to resume the operations by entering into job work arrangement with various vendors. The developer to whom the Company has given the Company Land for development has obtained approvals from the regulatory authorities and the development activity is expected to commence. The Company is yet to settle dues of the JM Financial ARC Private Limited with whom the Company assets are charged.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn and Nylon Dyed Yarn.

The product of the Company Polyester Dyed Yarn is used in the manufacturing of Dress Materials, Sarees. Shirting, Suiting and Furnishing Fabrics. Another Product Nylon Dyed Yarn in used in the manufacture of Socks, Sport Gear etc.,

With the emphasis of the Government in giving inputs to the Textile Industry Company has opportunity to revive its operations. The products of the Company command good brand recall due to their presence over past 2 decades. The market offers opportunities to the Company to for scaling up its operations.

LISTING OF EQUITY SHARES:

The Company''s Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2015 - 2016.

TRANSFER TO RESERVES:

The Company has incurred a loss of Rs.2,872.80 lacs during the year. The said loss is set off against the reserves held by the Company.

CHANGE IN NAUTURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2016 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the required information under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a Certificate by the Statutory Auditors regarding compliance of the conditions of Corporate Governance by your Company as stipulated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 with Stock Exchanges are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS:

INDUCTIONS:

During the year there were no inductions on to the Board of the Company.

RE - APPOINTMENTS:

As per the provisions of the Companies Act 2013, Mr.G.Laxma Reddy (DIN: 06902285) retires at the ensuing Annual General Meeting and being eligible, seek his re-appointment. The Board recommends his reappointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

No Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There have been no changes in the Key Managerial Personnel.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review Six (6) times Board meetings were held on the following dates:

1. 21st April '' 2015.

2. 15th May''2015.

3. 13th August '' 2015.

4. 29th August '' 2015.

5. 14th November '' 2015.

6. 13th February '' 2016.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2015 - 16, the applicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2015 - 16.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of Company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your Company with related parties is attached herewith as Annexure - I.

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

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure - II to this report.

PARTICULARS OF EMPLOYEES:

The information and statement containing particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure -III and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of this report as Annexure - IV.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2015, M/s. Kumar & Giri, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 22nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Kumar & Giri, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

on behalf of the Board of Directors

for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 30-08-2016. G. SURENDER REDDY

Managing Director

DIN:00109441

---

Mar 31, 2015

The Directors hereby present the Twenty Second Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2015 and the Report of the Auditor thereon.

FINANCIAL RESULTS:

(Rs. In Lakhs)

For the year ended For the yearended Par ticular 31st March '' 2015 31st Ma rch '' 2014 Revenue from operations 46.3 4 316.34

Other Income 2.86 10.70

Total Income 49.20 327.04

Total Expenditure 443.17 1304.94

Profit / (Loss) before exceptional items (393.97) (977.90)

Exceptional Items 0.97 1859.10

Profit / (Loss) before extraordinary items (394.94) (2837.00)

Extraordinary items 0.00 0.00

Profit / (Loss) before tax (394.94) (2837.00) Less : Provision for tax 0.00 0.00

Profit / (Loss) after tax for the year (394.94) (2837.00)

Basic and Diluted EPS (0.39) (2.79)

STATE OF COMPANY''S AFFAIRS:

The Company has undertaken during the year only Job works/Conversion Works owing to lack of working capital. Due to the same the turnover has been very low during the year. The Development activity at the land given by Company under Joint Development Agreement would commence shortly with the receipt of necessary approvals from Regulatory Authorities. The Working Capital and Term Loan due to State Bank of Hyderabad (SBH) are declared as NPA (Non Performing Asset) by Bankers. State Bank of Hyderabad has initiated action for recovery of the dues of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn and Nylon Dyed Yarn. It has also significant presence in the trading of various textile products.

One of the major finished products of the Company Polyester Dyed Yarn is used in the manufacturing of Dress Materials, Sarees, Shirting, Suiting and Furnishing Fabrics. Another product Nylon Dyed Yarn is used in the manufacture of Socks, Sports Gear etc.,

The industry offers significant leverage to the Company for scaling up its operations both in terms of the higher volumes of the existing products as well as the scope for setting up new and enhanced facilities which can facilitate back ward integration for the present product line of the Company. Because of the products application and utility across the wide spectrum of the users segment, offers significant opportunities for growth.

LISTING OF EQUITY SHARES:

The Company''s Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 – 2015.

TRANSFER TO RESERVES:

The Company has incurred a loss of Rs.394.94 lacs during the year. The said loss is set off against the reserves held by the Company.

CHANGE IN NAUTURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the required information under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the policy.

This mechanism is for the employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS: INDUCTIONS:

On the recommendations of the nomination and remuneration committee, the Board appointed Mrs.

Sneha Rupesh Talreja (DIN 07161901) as an Independent Director on the Board with effect from 21st April, 2015. We seek your support in confirming the appointment of Mrs. Sneha Rupesh Talreja (DIN 07161901) in the ensuing Annual General Meeting.

RE – APPOINTMENTS:

As per the provisions of the Companies Act 2013, Sri. Shailesh Shivram Mistry (DIN: 02828383) retires at the ensuing Annual General Meeting and being eligible, seek his re-appointment. The Board recommends his re-appointment. None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

During the year under review Sri.G.RameshBabu has resigned as Director of the Company due to his preoccupation. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There have been no changes in the Key Managerial Personnel.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review Five (5) times Board meetings were held on the following dates:

1. 29th May '' 2014.

2. 12th August '' 2014.

3. 30th August '' 2014.

4. 14th November '' 2014.

5. 14th February '' 2015.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 - 15, the applicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate account- ing records in accordance with the provisions of the Act. They confirm that there are adequate sys- tems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014 - 15.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of Company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your Company with related parties is attached herewith as Annexure – I.

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

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure – II to this report.

PARTICULARS OF EMPLOYEES:

The information and statement containing particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5

(1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure – III and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contra- bunion from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Compa- nines (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT – 9 forms part of this report as Annexure - IV.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2014, M/s. Kumar & Giri, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 21st Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appoint- ment of M/s. Kumar & Giri, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, State and Central Government agencies. Your Director also thanks all the Customers, Members and Employees for their valuable support and confidence in the Company.

on behalf of the Board of Directors

for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 29-08-2015.

G. SURENDER REDDY

Managing Director

DIN:00109441

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Mar 31, 2014

Dear Share Holders,

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Year Ended 31st March ''2014.

FINANCIAL RESULTS: (Rs. In Lakhs)

year ended year ended Particulars 31st March 2014 31st March 2013

Net Income from Operations 310.30 1476.15 Gross Profit/(Loss) (before Finance Charges,

Depreciation, Taxation & Extraordinary Items) (42.14) 250.78

Less : Finance Charges 770.87 191.01

Less : Depreciation 164.90 189.47

Less : Provision for Taxation 0.00 0.00

Less : Extraordinary Items 1859.09 151.35

Profit / (Loss) (2837.00) (281.05)

OPERATIONS:

During the year the Company, operations are adversely effected due to low level of operations. During the year the Company has relocated its Dyeing facilities to Sarigam. The same also effected the production during the year. The volatile foreign exchange rates fluctuations have totally curtailed the Company export market. The fact that the entire south textile market was under the grip of erratic power supply has put the Company turnovers under strain. The Company is also venturing for enhancement of its product mix and the new markets and distributions in improving its turnovers and the Company performance stands to improve in the coming periods. The land development activity on the land belonging to the Company has not yet commenced during the year, owing to the state bifurcation tussle.

MARKETING:

The domestic markets where the Company''s products are sold have not registered significant growth during the year. The Company with its proven quality products has been able to sustain its markets. The Company has identified new product mix, potential market areas for spreading its products range which are encouraging.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.L.Madhu Kuamr Reddy, Director of the Company, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March '' 2014, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2014, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

Ref. No. (vii)

a) The Company is taking effective steps to clear off the payables at the earliest.

Ref. No. (ix)

b) The Company is in the process of mobilizing funds for repaying the loan outstanding to M/s.JM Financial Asset Reconstruction Company Private Limited.

Ref. No. (xi)

c) The Company has initiated steps towards identifying Internal Auditors and also drawing the scope of the Internal Auditors.

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Private Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED Place: Hyderabad. Date: 30-08-2014.

G. SURENDER REDDY Managing Director DIN :00109441

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Mar 31, 2012

Dear Share Holders,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Statement of Accounts of the Company for the Year Ended 31st March ''2012.

FINANCIAL RESULTS: (Rs. In Lakhs)

SI For the year ended For the period Ended No. Particulars 31st March 2012 31st March 2011

1. Net Income from Operations 7,698.74 7,460.10

2. Gross Profit (before Finance Charges,

Depreciation, Taxation & Extraordinary Items) 684.91 662.07

3. Less : Finance Charges 364.75 212.46

4. Less : Depreciation 242.49 115.05

5. Less : Provision for Taxation 15.53 101.20

6. Profit/(Loss) 62.14 233.36

OPERATIONS:

During the year the Company, in spite of the flat market conditions could manage to hold on to the markets in which it regularly operates with its quality product lines. Due to the cyclical fluctuations in the foreign exchange rates more particularly in the US dollar, the focus on the overseas markets has been lowered during the year. The Company is working closely with the new distributors for the enhancement of the product off take and it expects to improve the performance of the Company over the coming periods. Further the Company is also exploring the possibilities for venturing into new business avenues. The land development activity on the land belonging to the Company has not commenced yet during the year.

MARKETING:

The domestic markets where the Company''s products are sold have not registered significant growth during the year. However the Company with its long established track record in the domestic market could able to sustain the operating levels as in the previous periods. All though the overseas markets are encouraging, the adverse currency movements have become a deterrent for exploiting its full potential. The Company has identified new and potential market areas for increasing the spread of its products the results of which are encouraging.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.Shailesh Shivram Mistry, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Sri.L.Madhu Kumar Reddy was appointed as Additional Directors of the Company with effect from 15th November '' 2011 and hold office till the date of ensuing Annual General Meeting.

The Company has received notice from a member proposing Sri.L.Madhu Kumar Reddy for appointment as a Director of the Company.

During the year under review Sri. S. Sridhar resigned as Director of the Company due to his pre occupations. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March '' 2012, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2012, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

a) The Company is in the process of mobilizing funds for repaying the Loan Outstanding to M/s.JM Financial Asset Reconstruction Company Private Limited.

b) The Company has initiated steps to strenghten the Various internal control systems in the organisation including enhancing the scope of the internal audit function.

c) The Company is taking effective steps to clear off the payables at the earliest.

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Private Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 10.08.2012.

G.SURENDERREDDY

Managing Director

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Mar 31, 2011

Dear Share Holders,

The Directors have pleasure in presenting the 18th Annual Report and the Audited Statement of Accounts of the Company for the 6 (Six) Months Period Ended 31st March ''2011.

FINANCIAL RESULTS:

(Rs. In Lakhs)

SI. 6 Months Ended 18 Months Ended No. Particulars 31st March 2011 30th Sep 2010

1. Net Income from Operations 7,460.10 4,139.77

2. Gross Profit (before Finance Charges, Depreciation, Taxation & Extraordinary Items) 662.07 213.13

3. Less: Finance Charges 212.46 263.55

4. Less: Depreciation 115.05 347.77

5. Less : Provision for Taxation 101.20 0.00

6. Add : Extraordinary items Written Back on OTS / Restructuring 0.00 2083.89

7. Profit / (Loss) 233.36 167.14

OPERATIONS:

During the year the name of the Company is changed from LN Polyesters Limited to" LN INDUSTRIES INDIA LIMITED". The initiative of the Company of venturing in to trading activity in the textiles segment has been encour- aging. The Company has during the year issued fully convertible warrants in terms of the approval accorded by the members at the AGM held on 20th November''2010 to fund the diversification and growth plans of the Company. In terms of the said issue of the convertible warrants the Company has allotted 7,43,07,050 equity shares of Rs.10/ - each at a premium of Rs.12/- each. The Company would be channelizing the resources mobilized through the said issue for the growth plans of the Company in the ensuring periods. The conversion works undertaken by the Company for the Reliance Industries Limited for the manufacture of the Dyed yarn been registering consistent growth. The real estate development on the land belonging to the Company at Hyderabad has not commenced yet.

MARKETING :

The products dealt by the Company have been witnessing a healthy growth both in the domestic and international markets. There has been stability in the prices of the products marketed by the Company in the various markets it operates. The Company with an enhanced product portfolio has drawn up a detailed plan of expansion of its market reach both in India and overseas which is being rolled out at present.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58Aof the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.K.C.Venkateswarlu, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

During the year under review Sri.S.Man Mohan Rao, resigned as the Director and Chairman of the Company due to his pre occupations. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

During the year under review Sri.Sadashiv Sawrikar and Sri.K.V.Chandrasekhara resigned as Directors of the Com- pany due to their pre occupations. The Board places on record its appreciation for the services rendered by them during their tenure as the Directors of the Company.

IDBI Bank Limited withdrew the nomination of Sri.A.Mallikarjun as Nominee Director of the Company consequent to the assignment of debt due to IDBI Bank Limited to JM Financial Asset Reconstruction Company Private Limited.

Sri.Dhanunjaya Kumar Alia and Sri.G.Ramesh Babu were appointed as Additional Directors of the Company with effect from 7th May, 2011 and hold office till the date of ensuing Annual General Meeting.

The Company has received notice from a member proposing Sri.G.Ramesh Babu for appointment as a Director of the Company. The Company is not proceeding with the appointment of Sri Dhanunjaya Kumar Alia, as it has not received consent from him to be appointed as Director liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31s1 March '' 2011, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2011, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1 -B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

a) "The Company has shifted its original manufacturing locations from Patancheru, Hyderabad, Andhra Pradesh to Silvassa and Vapi in Gujarat. After the relocation of the manufacturing locations the Factory Buildings at Patancheru are remaining un-utilised. The land on which the said factory building is located is given for real estate development, though the same has not commenced yet. On account of the same no provision for impairment of the said asset is made. The provision for the impairment in the value of the

Factory Building would be made once the factory building is completely demolished on the commence- ment of the real estate development activity in term of the agreement of the development entered into by the company on the land on which factory building is situated".

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOR- EIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign ex- change earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Pvt. Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad. Date: 27.08.2011

G. SURENDER REDDY Managing Director

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Sep 30, 2010

The Directors have pleasure in presenting the 17th Annual Report and the Audited Statement of Accounts of the Company for the 18 (Eighteen). Months Period Ended 30th September 2010.

FINANCIAL RESULTS (Rs. In Lakhs)

SL. 18 Months Ended 9 Months Ended No. Particulars 30th September 2010 31st March 2009

1. Net Income from Operations 4,139.77 1,615.78

2. Gross Profit (before Finance Charges, Depreciation & Taxation) 213.13 13.36

3. Less : Finance Charges 263.55 321.85

4. Less : Depreciation 347.77 182.32

5. Add : Extraordinary items -

Written Back on OTS / Restructuring 2083.89 0.00

6. Profit/(Loss) 167.14 (490.81)

OPERATIONS:

During the year, Company has taken initiatives to strengthen themarket network through which the products are distributed across the country. To leverage the brand image of products of the Company the trading activity of the yarns also in a limited- manner is taken up during the year. The manufacturing capacities of the Company are geared up to cater to the growing demand for the Companys products in the market.

During the year the Company has settled the Term Loan dues of Industrial- Investment Bank of India under One Time Settlement (OTS) scheme. Another Term Lender to the Company IDBI Bank Limited has also granted OTS for the payment of the dues- outstanding to it. TheCompany has discharge part of the OTS dues to IDBI Bank Limited on its own and to an extent balance of Rs. 10 cores payable was discharged through the assignment of the dues of the IDBI Bank Limited dues to JM Financial Asset Reconstruction Company Pvt., Limited. The settlement/assignment of the dues of the term lenders has bearing on the reduction of the interest cost of the Company to a significant extent. The market for the Dyed yarn and Nylon yarn, the products manufactured by the Company have been witnessing a significant growth phase over the past 12 months. The Company has registered a growth of 16% in the volume of proceeding under taken for the third party manufacturers during the year. The . Company has continued the conversion works for Reliance Industries Limited for the 10,th year in succession. The Company is making efforts to increase the levels of working capital facilities presently available from the banks so as to ramp up the production in tune with the increased capacities of production and growing market demands.

The real estate development activity at the land belonging to the Company in Hyderabad has not commenced during the year owing to the combinations of factors such as pending approvals from the lenders and the recessionary trends being witnessed in the real estate sectors during the period under review.

MARKETING:

There has been bouncy in the market for the products manufactured by the Company in all the regions of the country as well as in the overseas markets. The prices of the products are witnessing an uptrend backed by the strong domestic demand. The overseas market also has been very positive with the demand recording an impressive growth. The enhanced dealer network coupled with the enhanced demand for the products is expected to enable the Company to for registering higher sales and improved profitability in ensuring period.

FIXED DEPOSITS:

The Company has not accepted any FixedDeposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARDOFDIRECTQRS:

During the year Sri Sadashiv Sawrikar and Sri S. Sridhar, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments.

DIRECTORS RESPONSIBIIJTY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 30th September 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) thatthe Directors had prepared the accounts for the Financial Year ended 30,th September 2010, on a "going concern basis". -

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment asAuditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BYTHE AUDITORS:

a) The Company has entered into MOU with JM Financial Asset Reconstruction Company Pvt Ltd for the settlement of the dues of the Company with IDBI Bank Limited. In terms of the same JM FARC is to pay Rs.10 Cr for the settlement of the dues to IDBI, though the IDBI has assigned the amount outstanding in the loan account of the Company, the actual amount of the consideration for the assignment is only Rs. 10 crores and the Company would have to pay the full liability only in case it fails to discharge JMFARC liability of Rs.10 crores as per the agreed schedules. Considering the above, the Company has retained the liability of Rs.10 crores only which is to be repaid in the books of account and written back the balance liability in the books of account as at 30th Septemebr2010. Clause (ix)(b)ofAnnexure to the Auditors Report:

b) As on date an amount of Rs. 118.63 Lacs is outstanding towards Sales Tax Deferment. The Company is effecting payment of the amount due periodically and sought time for the payment of the dues.

ENGERGY TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., IDBI Bank Limited, Industrial Investment Bank Of India, Company Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

On behalf of the Board of Directors.

Place: Hyderabad. S. MAN M0HAN RAO

Date: 27th October 2010. Chairman

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Mar 31, 2009

The Directors have pleasure in presenting the 16* Annual Report and the Audited Statement of Accounts of the Company for the 9 (Nine) Months Period Ended 31st March 2009.

FINANCIAL RESULTS

(Rs. In Lakhs)

SI. 9 Montns Ended 15 Months Ended No.particulars 31st March2009 30th June 2008

1. Net Income from Operations 1,615.78 3,049.72 2. Gross Profit (before Finance Charges, Depreciation & Taxation) 13.36 247.52 3. Less: Finance Charges 321.85 468.90 4. Less : Depreciation 182.32 246.27 5. Profit / (Loss) (490.81) (467.65)

OPERATIONS:

During the year, process of shifting the facilities to Silvassa & Vapi and stabilization of the production process was completed. Though the Company is geared up fully to utilize the capacities of production optimally, the operations of the Company have suffered significantly on account of the paucity of working capital facilities. The Company had to suffer significant losses on account of lower utilization of the capacities of production resulting in under recovery of the overheads. The Company has successfully negotiated with one of the term lenders viz., IDBI Bank Limited (IDBI), for restructuring of the various loans payable by the Company. The Com- pany is negotiating with its working capital bankers for release of adequate working capital limits for the Company so as to enable it to undertake operations at optimal levels. In spite of the fact that there has been disruption of marketing schedules due to the lower production levels, the Company continuous to hold its brand name of its products successfully in the markets. The Company plans to capitalize on the capacities of the facilities in immediate future.

The Real Estate Development activity on the land given by the Company on Development could not commence due to the general downturn in the Realty Industry and also pending the receipt of various regulatory approvals for the same including from the Lenders. MARKETING:

The Demand for the Companys products continuous to grow both at Domestic as well as Overseas Markets. The Company during the year could not meet the market demands due to its below normal operations of the produc- tion facilities. The Company is undertaking measures to strengthen the Domestics Market Network and enhance the spread in the Overseas Market. The Company is confident that with the present enhanced manufacturing capacities it would be able to increase its market share. FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under. BOARD OFDI RECTORS:

During the year under review one of the Lenders of the Company IDBI Bank Limited (IDBI), has nominated Sri.A.Mallikarjun, as its Nominee on the Board of the Company with effect from 21st February2009, in the place of Smt.P R Girija, who ceased to be a Director w.e.f. 21st February 2009.

Sri.K C Venkateswarlu and Sri.K V Chandrasekhara, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments. DIRECTORS RESPONSIBILTTY STATEMENT: Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31s( March 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures; v

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the Directors had prepared the accounts for the Financial Year ended 31st March 2 009, on a "going concern basis". AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956. PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIESTO QUALIFICATIONS MADE BY THE AUDITORS: Clause (ix) (b) of Annexure to the Auditors Report:

As on date an amount of RS. 170.66 Lacs is outstanding towards Sales Tax Deferment. The Company was granted time by Sales Tax Departments for payment of the same. Clause (xi) of Annexure to the Auditors Report:

The Company is in the process of negotiation with Industrial Investment Bank of India Limited (IIBI) for the reduction of One Time Settlement (OTS) amount earlier agreed upon. ENGERGY.TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding, conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report. COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement. A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., IDBI Bank Limited, Industrial Investment Bank Of India, Com- pany Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors. Place: Hyderabad. S. MAN MOHAN RAO Date: 29th July, 2009 Chairman

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Mar 31, 2006

13th DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2006

Your Directors have pleasure in presenting the 13th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March' 2006.

FINANCIAL RESULTS:

(Rs. In Lakhs)

SI. Particulars 31st March, 31st March, No. 2006 2005

1 Net Income from Operations 4645.03 4469.43 2. Gross Profit (before Finance Charges, Depreciation & Taxation) 699.57 380.24 3. Less: Finance Charges 311.01 337.43 4. Less: Depreciation 235.14 231.74 5. Profit/ (Loss) 153.42 (188.93)

OPERATIONS:

Your Directors are happy to inform you that your Company has performed well during the financial year 2005-06 posting a net profit of Rs. 153.42 lakhs. Increased demand for the products, favorable regulatory frame work and the various cost cutting measures taken by the Company are the major contributory factors.

MARKETING:

During the year Company has successfully introduced new variants of Dyed Yarn under the brand name "LN DYED YARN". Further the Company has expanded its marketing net work to cover more new locations in the Country.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECT0RS:

During the year Sri. K.V. Chandrasekhara was appointed as Additional Director of the Company and holds office till the date of the ensuing Annual General Meeting. Sri. S. Sridhar and Sri. Sadashiv Sawrikar, Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March 2006, the applicable accounting standards had been followed along with proper explanation relating to material departure's;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and lair view of the state of affairs of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March' 2006, on a "going concern basis".

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE: .

The Company has complied with the provision of Corporate Governance under listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities; Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

Signed on: 3rd June, 2006

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Mar 31, 2005

Our Directors have pleasure in presenting the 12th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2005.

FINANCIAL RESULTS : (Rs. in Lakhs) Year Ended 31st March 2005 2004

Net Income from Operations 4604.37 4039.71

Gross Profit 380.24 381.16 (before Finance Charges Depreciation & Taxation)

Less: Finance Charges 337.43 551.40

Depreciation 231.74 227.66

Profit/(Loss) (188.93) (397.90)

OPERATIONS:

Your Directors are happy to inform you that the Company has performed well during the year ended 31st March 2005. The turnover increased by 14% and has earned cash profit during the year. Government has effected major changes in the excise regulations applicable to the Company during the year, once in July 2004 and another in February 2005. Both the changes had a positive impact on the Company. The Policy has recognized the need of the industry and it is felt that because of these excise duty measure there will be healthy outlook in the industry as a whole and your Company in particulars as it enjoys a good market reputation for its quality, pricing of its finished products. The Company during the year has taken various cost reduction measures which has resulted in reducing the manufacturing and selling cost. There has been reduction in the finance cost of the Company due to the restructuring package approved by the Financial Institutions. However the increase in the prices of the basic raw material of the Company i.e Partially Oriented Yarn (POY) due to the increase in the international prices of petro products had impact on the material cost for the Company, though the losses are reduced significantly compared to the earlier periods.

MARKETING:

"LN DYED YARN", the brand name of the products of the Company is very well established in the market and commands a premium compared to the other market players. As part of the diversification of the product portfolio, Company has introduced successfully a new variety of Dyed Yarn 110 Denier in the market. The Company is diversifying into new market areas by spreading the dealer network.

OUTLOOK:

The ushering of Quota free regime for textiles in terms of the WTO with effect from 1st January 2005 gives the Company a great opportunity to expand its product profile to overseas markets also. There has been a spurt in the demand for dyed yarn in the domestic market also. The Company with its wide spread network of dealer base and high quality products is poised to capitalize the opportunities fully.

FIXED DEPOSITS :

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act. 1956, and Rules made there under.

DIRECTORS:

There is no change in the composition of the Board of Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March 2005, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the accounts for the Financial Year ended 31st March 2005. on a "going concern basis".

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

ENGERGY. TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to Board composition.

The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors. Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date: 27th June 2005. Chairman & Managing Director.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D)

Specific Areas:

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived:

The Products have been well accepted by the Consumers. The new products are successfully positioned in the market.

Plan of Action:

Higher Focus on Research and Development to improve productivity and higher range of product mix.

b) Technology Absorption, Adoption and Innovation :

The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required.

III. Foreign Exchange Earnings and Outgo:

There is no foreign exchange earnings during the year. The outgo on account of traveling expenditure is Rs.3.56 Lacs.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To, The Beard of Directors of LN Polyesters Limited,

We have reviewed the implementation of Corporate Governance procedures by LN Polyesters Limited during the year ended 31st March 2005, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

The compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreements with the stock exchanges have been complied with in all material respect by the Company excepting the composition of the Board with regard to numbers of independent directors and that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Sha reholders/Investors Grievance Committee.

for KUMAR & GIRI Chartered Accountants Sd/- J. Bhadra Kumar Proprietor Date: 27th June 2005

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Mar 31, 2004

Dear Share Holders, The Directors have pleasure in presenting the Eleventh Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2004. FINANCIAL RESULTS: (Rs. in Lakhs)

Year Ended 31st March 2004 2003 Net Income from Operations 4039.71 4111.48 Gross Profit (before Finance Charges 381.16 223.35 Depreciation & Taxation) Less: Finance Charges 551.40 491.34 Depreciation 227.66 213.56 Profit/(Loss) (397.90) (481.55) OPERATIONS: The Operations of the Company have improved marginally in terms of the capacity utilization and the profitability, though the margins of the products continued to be under pressure. The changes in the Central Excise Regulations made during the year have also effected the profitability of the Company. The capacity utilization of the plant has improved 10% higher than the previous period. High cost of borrowings is one of the major factors effecting the profitability of the company. In view of the difficulties faced by the company over the past 2 years your company has approached Financial Institutions and Bank viz., Industrial Development Bank of India (IDBI), Industrial Investment Bank of India (11131), and State Bank of Hyderabad (SBH) for Restructuring of the term loans and also for the reduction in the rate of interest. The Industrial Development Bank of India has approved a package of restructuring under Debt Restructuring Package for Textiles announced by the Government of India and has reduced the rates of interest charged on the term loans to 9% and 12.5% . Further IDBI has agreed to convert accumulated interest of about Rs.350 lakhs into 9% Preference Shares, which are redeemable with an option to convert the same in to Equity shares (at par anytime). MARKETING: The products of the Company sold under the brand name "LN DYED YARN" are one of the most trusted brands in the Dyed yarn markets in the country for its quality and performance. During the year under review company has entered in to new market segment of Deemed Exports and Bulk Supplies. Your company has successfully executed the order of the Government of Tamil Nadu for supply of Dyed Yarn. During the year the company has introduced new varieties of Dyed Yarn including Nylon on test marketing basis. The company expects that the commercial orders from these products would materialize in the ensuing years. OUTLOOK: Taking in to account the brand equity for the products of the Company and the additions of new market segments and products, reduction in the borrowing costs and other cost reduction measures expects to improve its performance during the current year. FIXED DEPOSITS: The Company has not accepted any new Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under. DIRECTORS: There are no changes in the Directors of the company during the year. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms: (i) That in the preparation of the Annual Accounts for the Financial Year Ended 31st March ` 2004, the applicable accounting standards had been followed along with proper explanation relating to material departure's; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review; (iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2004, on a "going concern basis". AUDITORS: M/s. Kumar & Giri, Chartered Accountants, auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s.Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956. COMPANY SECRETARY: During the year Mr. R. Shankaraiah was appointed as Company Secretary of the Company. PERSONNEL: There are no employees in the Company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956. ENGERGY, TECHNOLOGY AND FOREIGN EXCHANGE: Information in accordance with the provisions of Section 217(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report. COMPLIANCE CERTIFICATE: The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to the Board composition. The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement. A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report. ACKNOWLEDGEMENT: The Directors place on record their appreciation for the continuous assistance and support extended by all Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company. On behalf of the Board of Directors Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date : June 29, 2004. Chairman & Managing Director. ANNEXURE TO THE DIRECTOR'S REPORT PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS, RULES 1988: A) CONSERVATION OF ENERGY: a) Energy Conservation measures taken: * Installation of Load Capacitors at junctions in curtailing High Power Load. * Usage of sodium vapour lamps. * Installation of reduced horsepower motors in line with the load requirement. * Close supervision on Coal, Electricity and HSD Consumption. b) Additional investment and proposals, if any, being implemented for reduction of Consumption of energy: * Installation of "Air Washers" for reducing consumption of Power. c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of Production of goods.

* Installation of "Air Washers" has resulted in reduction of consumption of power.

TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form-B: a) Research & Development (R&D): Specific Areas: The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products. Benefits Derived: The Products have been well accepted by the Consumers. Plan of Action: Focus on Research and to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation: The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required. Foreign Exchange Earnings and Outgo: There is no foreign exchange earnings during the year and there is also no out going of foreign exchange.

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Mar 31, 2003

The Directors have pleasure in presenting the Tenth annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March' 2003.

FINANCIAL RESULTS: (Rs, in Lakhs)

Year Ended 31st March 2003 2002

Net Income from Operations 4111.48 3982.17 Gross Profit (before Finance Charges 223.35 696.73 Depreciation & Taxation) Less: Finance Charges 491.34 352.48 Depreciation 213.56 177.28 Profit/(Loss) Before Tax (481.55) 166.97 Lees: Provision for Tax 0.00 15.00 Profit/(Loss) After Tax (481.55) 151.97

OPERATIONS:

The Operations of the Company are adversely effected during the year on account of various factors such as Labour unrest, fall in the margins for the products and higher cost of realization of the Sundry Debtors. The change in the Excise Policy effected by the Government on the products manufactured by the Company has also added to the loss incurred by the Company. During the year although there has been addition of capacities in the first half of the year the same could not be utilized to the optimum level due to the reason stated above. Even the Company was able to maintain the over all production and sales level with the previous year level the increase in cost of production has adversely effected the profitability of the Company. The Company is negotiating with the Financial Intuitions and Bank for re-structuring the liabilities so as to reduce the average cost of borrowings.

MARKETING:

The products of the Company, in spite of the various fluctuations the market have held their dominance in various market segments. The product sold under the band name "LN DYED YARN" has kept its market share in all the segments of the market. Company is developing new shade and varieties of dyed yam to enlarge the Company product presence in South Indian markets and also planning to expand the marketing network in North India.

FIXED DEPOSITS:

The Company has not accepted any new Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

DIRECTORS:

Sri.Venkateswar Jayanthy was appointed on the Board of the Company as Nominee Director by Industrial Development Bank of India with effect from 05th May' 2003 and further his appointment is not subject to retirement by rotation. During the year S.Man Mohan Rao and G.Surender Reddy are re-appointed as Chairman & Managing Director and Executive Director respectively, subject to the approval of the shareholders in the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) That in the preparation of the annual Account for the Financial Year Ended 31st March' 2003, the applicable accounting standards had been followed along with proper explanation relating to material departure's;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March' 2003, on a "going concern basis".

AUDITORS:

M/s.Kumar & Gin auditors of the company hold office till the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s.Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224(1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to Board composition and the composition of Audit committee and Remuneration committee.

The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

The directors place on record their appreciation for the continuous assistance and support extended by all Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Overseas Branch, Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

for and behalf of the Board of Director

Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date: June 30th 2003. Chairman & Managing Director.

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS\RULES 1988.

A) CONSERVATION OF ENERGY:

a) Energy Conservation measures taken:

* Installation of Load Capacitors at junctions in curtailing High Power Load.

* Usage of sodium vapour lamps.

* Installation of reduced horsepower motors in line with the load requirement.

* Close supervision on Coal, Electricity and HSD Consumption.

b) Additional Investment and proposals. If any, being Implemented for reduction of Consumption of energy:

* Installation of "Air Washers" for reducing consumption of Power.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Installation of "Air Washers" has resulted in reduction of consumption of power.

d) Total energy consumption and energy consumption per unit of production as per Form - A.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D)

Specific Areas:

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived:

The Products have been well accepted by the Consumers.

Plan of Action:

Focus on Research and to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation:

The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required.

III. Foreign Exchange Earnings and Outgo:

There is no foreign exchange earnings during the year and there is also no out going of foreign exchange.

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Mar 31, 2001

Your Directors have pleasure in presenting the Eighth Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2001.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 2001 2000

Income from Operations 3883.61 3862.85

Gross Profit 518.92 405.86

(Before Finance Charges, Depreciation & Taxation)

Less: Finance Charges 236.24 222.93

Depreciation 114.15 89.81

Profit Before Tax 168.53 93.12

Less: Provision for Tax 14.50 10.95

Profit After Tax 154.03 82.17

OPERATIONS :

During the year your company has successfully completed the expansion under Technology Up gradation Scheme envisaged by the Government of India, Ministry of Textiles and the commercial production of this expansion started from January' 2001. Your company has achieved a turnover of Rs. 3874.51 lacs during the financial year and recorded a net profit after tax of Rs. 154.03 lacs. The Company has expanded its marketing network into new areas with new range of deniers & value added deniers. With the established presence of its brand name "LN DYED YARN" and a strong dealer network for the sale, Company's products are poised to reach new heights in the coming years.

ALLOTMENT OF SHARES

During the year, 40,00,000 Nos. Equity Shares of Rs. 10 each were allotted on preferential basis to the promoters. With this allotment the Equity Capital of the Company as at the close of the financial year is Rs. 1040.09 lacs.

MARKETING

During the year your company marketed 2076.580 Tonnes of Polyester Dyed Yarn comprising different deniers/shades. Keeping in view the market demand during the year your Company has shifted the production process to manufacture of higher value added products. On account of this the Company could achieve higher profitability during the year though there has not been substantial increase in sales value.

FIXED DEPOSITS

The Company has not accepted any new fixed Deposit within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder, excepting renewal of the existing deposits.

DIRECTORS

During the Year Shri. S. Murali Krishna , Director of the company has resigned from the Board of Directors with effect from 17th January' 2001, due to his pre occupations abroad. The Board of Directors record its appreciation of the contributions made by Shri. S.Murali Krishna.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is here by confirmed.

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2001, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March 2001, on a 'going concern basis'.

AUDITORS

M/s. Kumar & Giri auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri Chartered Accountants to the effect that their appointment as Auditors if made would be within the limits under Section 224(1-B) of the Companies Act, 1956.

PERSONNEL

There are no employees in the company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

COMPLIANCE CERTIFICATE

A Certificate from the auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

Your directors place on record their appreciation for the assistance and support extended by all Government authorities, Company Banker STATE BANK OF HYDERABAD, Financial Institutions Viz., IDBI, IIBI, Consultants, Shareholders. Your directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

By order of the Board of Directors

S. MAN MOHAN RAO Chairman & Managing Director

Place: Hyderabad Date : June 30th 2001

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE RE- PORT OF BOARD OF DIRECTORS) RULES 1988.

A) CONSERVATION OF ENERGY

a) Energy conservation measures taken :

Usage of sodium vapour lamps.

Installation of reduced horse power motors in line with the load requirement.

Close supervision on coal, electricity and HSD Consumption.

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy :

Installation of "Air Washers" in reducing consumption of Electricity.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Usage of sodium vapour lamps & other energy conversation measure are giving positive results which are beneficial to the Company

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D) Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus on Research & to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation :

The Company continues interaction with the Manufactures/Suppliers of Machinery and is seeking & upgrad- ing its equipment as and when required.

iii. Foreign Exchange Earnings & Outgo :

There was no foreign exchange earnings or out going of foreign exchange during the year.

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Mar 31, 2000

The Directors of the company have pleasure in presenting the Seventh Annual Report and Accounts for the year ended March 31, 2000.

FINANCIAL RESULTS : (Rs. in Lacs)

Year ended 31st March

2000 1999

Income from Operations 3862.85 2812.25

Gross Profit 405.86 265.74

(Before Finance Charges, Depreciation & Taxation)

Deduct : Finance Charges 222.93 178.81

Depreciation 89.81 63.99

Profit Before Tax 93.12 22.94

Deduct : Provision for Tax 10.95 --

Profit After Tax 82.17 22.94

OPERATIONS :

During the year the company has successfully completed the expansion of its capacities undertaken in the year 1998-99. The company could able to utilise optimally the enhanced capacities for increasing the volume of sale and also the resultant profitability.

The company has achieved turnover of Rs.3853 lacs during the financial year and posted a net profit after Tax of Rs.82 lacs. The Company has expanded its marketing network into new areas. With the established presence of the brand name "LN DYED YARN" and a dedicated dealer base, the sale of the company's products are poised to reach new heights.

To capitalise the ever growing demand for the product and also to successfully withstand competition in the markets the company has proposed to increase the present capacities of production from 2880 TPA to 3415 TPA with financial assistance of Industrial Development Bank of India under Technological Upgradation Scheme. Under the said scheme IDBI has sanctioned a Rupee Term Loan of Rs.1000 lacs out of the total project cost of Rs.1525 lacs. Keeping in view the prevailing capital market conditions and the time frame in which the project need to be completed it is proposed to raise the balance required Rs.525lacs consisting of Rs.400 lacs as equity on preferential allotment basis to the promoters and Rs.125 lacs as unsecured loans.

During the period under review the company has made a public offer for acquiring shares in Badal Export & Consultants Limited (BE&CL), Mumbai. The proposed acquisition of shares in the BE &CL is with an intention to further the growth and development of the company and reach the overseas markets.

DIRECTORS :

During the year under review, Mr. Jagmohan Gupta and Mr. S. Sridhar, retire by rotation, & being eligible offer themselves for re-election.

AUDITORS :

M/S.Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves for reappointment.

Y2K PREPAREDNESS :

The Company had a smooth transition of Y2K problem.

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

The details are enclosed vied Annexure, which forms part of the Directors Report.

PERSONNEL :

There are no employees in the Company whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

The Directors take this opportunity to record their appreciation of the continuous support and contribution from all employees in the Company's journey towards the achievement of quality and excellence in its operations.

ANNEXURE TO THE DIRECTORS - REPORT FOR THE YEAR ENDED MARCH 31, 2000 :

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

1. Disclosure of Particulars with respect to Conservation of Energy :

Energy conservation continue to be a major area of emphasis and the company is closely monitoring to improve efficiencies in energy consumption by way of :-

Usage of sodium vapour Lamps

Installation of reduced horse power motors in line with the load requirement

II. Technology Absorption :

a) Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus on Research & to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation :

The Company has continues interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs.2,89,496/- towards expenditure in respect of Travelling.

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Mar 31, 1999

The Directors of the Company have pleasure in presenting the Sixth Annual Report and Accounts for the year ended March 31, 1999.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 1999 1998

Income from Operations 2812.25 2132.17

Grass Profit 265.74 239.26 (Before Finance Charges. Depreciation & Taxation)

Deduct : Finance Charges 178.81 132.60

Depreciation 63.99 56.26

Profit / (Loss) before Tax 22.94 50.40

Deduct : Provision far Tax -- --

Profit / (Loss) After Tax 22.94 50.40

(Balance Carried Forward to Balance Sheet)

OPERATIONS :

The Company has successfully completed major part of the expansion during the year by increasing the existing capacities. For this purpose the company has availed the financial assistance from IDBI curing the year. As a result of the expansion undertaken the company is confident of improving the profits with higher volume of the production and soles in coming years.

The Company made a turnover of Rs. 2790 lakhs far the financial year March 31, 1999. The markets of the Company have enlarged and the Company's brand `LN DYED YARN' has firmly established itself in the market However the margins were under pressure because of the increase in the conversion charges during the year.

The Company is successful in creating customer value and satisfaction in different territories. The company's marketing policies helped its Products to reach nook and corners of the Country. Which is evident from the consistent substantial increase in the sales over the last four years.

It is felt that the company has no choice but to expand the capacities at least to 500 to 600 tonnes per month not only to capitalise on the market preference which Company enjoys and the demand but also its requirement for operating at economic levels of operation so to enable the Company to cater to export market along with value added products.

DIRECTORS :

During the year under review, Mr. Sadashiv Sawrikar, Mr. S. Murali Krishna, Mr. Jag Mohan Gupta and Mr. S. Sridhar retire by rotation, & being eligible after themselves for re-election.

AUDITORS :

M/S Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves far re-appointment

Y2K Preparedness :

The Company has taken effective steps to meet any difficulties arising out of the Y2K problem in company's hardware & software.

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

The details are enclosed vide Annexure, which forms part of the Directors' Report.

PERSONNEL :

There are no employees in the Company whose particulars are required to be given pursuant to Section 217 (2A) of The Companies Act 1956.

The Directors take this opportunity to record their appreciation of the continuous support and contribution from all employees in the Company's journey towards the achievement of quality and excellence In its operations.

ANNEXURE TO THE DIRECTORS' REPORT FOR YEAR ENDED MARCH 31, 1999 :

Details of Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo under Section 217 (1) (e) of the Companies Act 1956.

I. Conservation of Energy :

Energy conservation continues to be a major area of emphasis and the Company is closely monitoring to improve efficiencies in energy consumption by way of :-

* Usage of sodium vapour Lamps

* Installation of reduced horse power motors in line with the load requirement

* Close supervision on coal, electricity and HSD consumption

II. Technology Absorption :

a) Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus an Research & to Improve productivity and product is an going process.

b) Technology Absorption, Adaption and Innovation :

The Company has continues interaction with the Manufacturers / Suppliers of Machinery

and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs. 1.35.000/- towards expenditure in respect of Travelling.

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Mar 31, 1998

The Director of the Company have pleasure in presenting the Fifth Annual Report and Accounts for the year ended March 31, 1998.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 1998 1997

Gross Income 2139.28 1511.37

Gross Profit 239.26 60.66 (Before Finance Charges Depreciation & Taxation)

Deduct : Finance Charges 132.60 119.49

Depreciation 56.26 52.69

Profit/(Loss) Before tax 50.40 (111.53)

Deduct : Provision for Tax - -

Profit/(Loss) After Tax 50.40 (111.53) (Balance Carried Forward to Profit & Loss Account)

Details of Projections for the year as per Prospectus and that of the Performance :

(Rs. in lacs)

Items Projections Performance

Gross Income 1766 2139 PBDIT 295 239 Depreciation 47 56 Interest 88 133 Tax 5 - PAT 155 50 Reserves 242 72

OPERATIONS :

The prices in the industry (Raw materials and Finished goods) have more or less stabilised, but with a reduced margin. However, because of the constant efforts for producing better quality product at low cost, the Company was able to achieve some profits. The Company made a turnover of Rs. 2127 lacs for the financial year March 31, 1998. The markets of the Company have enlarged and yours Company brand 'RAINBOW' has been established in the market.

The Company is successful in creating customer value and satisfaction in different territories. The Company's marketing policies helped its Products to reach nook and corners of the Country.

The Company has initiated the process of expansion of the existing manufacturing facilities in the unit for the purpose of increasing its Capacities and further widening the Market base.

The Company has already submitted a proposal to IDBI for Rs.630 lacs for meeting in part the cost of expansion programme. The Company has already expended Rs.226 lacs as on March 31, 1998 towards the expansion and part of the same is represented in Balance sheet as Capital Work in progress.

DIRECTORS :

During the year under review, Mr. G. Surender Reddy and Mr. S. Murali Krishna retire by rotation, and being eligible offer themselves for re-election.

Mr. Jag Mohan Gupta was appointed as a Director by the Board of Directors at the Board Meeting held on September 29, 1997.

Mr. S. Sridhar was appointed as a Director at the Board Meeting held on June 29, 1998 to hold office till the conclusion of the ensuing Annual General Meeting. A Shareholder has proposed Mr. S. Sridhar's appointment as a Director, liable for re-election under the provisions of Section 260/257 of the Companies Act, 1956.

Auditors :

M/s. Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves for reappointment.

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

The details are enclosed vide annexure, which forms part of the Director's Report.

ANNEXURE TO THE DIRECTOR'S REPORT FOR THE YEAR ENDED MARCH 31, 1998 :

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo under section 217(1)(e) of the Companies Act, 1956.

I. Conservation of Energy :

Energy conservation continues to be a major area of emphasize and the Company is closely monitoring to improve efficiencies in energy consumption by way of :

* Usage of Sodium vapour Lamps * Installation of reduced horse power motors in line with the load requirement. * Close supervision on coal, Electricity and HSD Consumption.

II. Technology Absorption :

a. Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

b. Technology Absorption, Adoption and innovation :

The Company has continuous interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs.35,52,784/- towards expenditure in respect of Purchase of machinery and Travelling expenses.

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Mar 31, 1997

The Directors of your Company have pleasure in presenting the fourth annual report and accounts for the year ended March 31, 1997.

FINANCIAL RESULTS : (Rs. in lacs)

Year ended 1997 1996

Gross Income 1504.21 809.71

Gross Profit 60.66 49.30

(Before Finance Charges Depreciation & Taxation)

Deduct: Finance Charges 119.49 24.11

Depreciation 52.69 23.42

Profit/(Loss) Before Tax (111.53) 1.77

Deduct: Provision for Tax - - --

Profit/(Loss) After Tax (111.53) 1.77

(Balance carried Forward to Profit & Loss Account)

Details of Projections for the year as per Prospectus and that of the Performance::

(Rs. in lacs) Items Projections Performance

Gross Income 1570 1504

PBIDT 235 61

Depreciation 47 53

Interest 91 119

Tax -- --

Profit / (Loss) after tax 97 (111)

Reserves 90 57

OPERATIONS:

The Polyester industry across the country is under pressure and due to the economic conditions that prevailed during the financial year, even though your Company has achieved is projected turnover, it resulted in puffing strain on the margins of the Company.

The Company made a turnover of Rs.1504 lacs for the financial year March 31, 1997. The markets of the Company have enlarged and your Company's brand RAINBOW has been well received. New markets have been explored and have opened new vistas for your Company. The Company is successful in creating customer value and satisfaction of different market segments.

The Company's marketing policies have helped to extend its markets to the nook and corners of the markets.

DIRECTORS:

During the year under review, Mr.E.Uttam Kumar resigned from the Board due to personal reasons. and so also Mr. Jag Mohan Gupta from his Directorship & from being Director (Commercial),. However Mr. Jag Mohan Gupta was appointed as a Co-opted Director on the Board of Directors at Board Meeting held on 28.06.1997, to hold office till the conclusion of the ensuing Annual General Meeting. The Company received a notice in writing from a share holder proposing his appointment as a Director liable for retirement by rotation.

At the Annual General Meeting, Mr.S.Murali Krishna & Mr Sadashiv Sawrikar retire by rotation, and being eligible offer themselves for re- election. It is sought to revise the remuneration and perks to Mr.S. Man Mohan Rao , Chairman & Managing Director and to appoint Mr.G.Surender Reddy as Executive Director and to revise his remuneration & perk with effect from 01.04.1997

AUDITORS:

M/s. Kumar & Girl, Chartered Accounts, Hyderabad, retire at the conclusion of the forth-coming Annual General Meeting. Being eligible, they offer themselves for reappointment.

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

The details are enclosed vide annexure, which forms part of the Directors' report.

Details of Conservation of Energy . Technology Absorption and Foreign Exchange Earnings and Outgo under Section 21 7(1) (e) of the Companies Act 1956.

1. Conservation of Energy:

Energy conservation continues to be a major area of emphasise and the Company is closely monitoring to improve efficiencies in energy consumption by way of :

* Usage of sodium vapour Lamps

* Installation of reduced house power motors in line with the load requirement

* Close supervision on coal. Electricity and HSD consumption

II. Technology Absorption:

a) Research & Development (R & D) Specific Areas

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived

The products have been well accepted by the Consumers

Plan of Action

Focus on Research & to improve productivity and product is an on going process.

b) Technology absorption, adoption and innovation:

The Company has continuous interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo:

The Company has not made any exports during the year. Hence there are no foreign exchange earnings and Outgo from operations of the Company

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Mar 31, 1996

Not available since the information is taken from 199703 annual report.

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Mar 31, 1995

The Directors have pleasure in presenting their Second Annual Report and the Audited Accounts for the year ended 31st March 1995.

PROJECT IMPLEMENTATION

The installations for major set of Plant & Machinery have been completed successfully and the Directors take pleasure in Informing that the trial run of yarn processing has started during end of July, 1995. The Company is hopeful to commence Commercial Production in the month of September, 1995.

PUBLIC ISSUE

The Public Issue has been oversubscribed and the Listing formalities are completed in all respects. The approvals for Listing of the Company's Shares from the Stock Exchanges of Hyderabad, Bombay and Madras respectively have been accorded.

PROSPECTS

The Directors are happy to inform that the Company being the first of its kind in South India to Manufacture Polyester Texturised and Twisted Dyed Yarn has received substantial orders for the rest of the Financial year.

The Directors are confident that the Company would supply a high quality and valued added range of Dyed yarn and for creating a niche for itself in the markets.

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

As the Company is yet to commence its Commercial Activities information regarding the above is not applicable.