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Directors Report of Prag Bosimi Synthetics Ltd.

Mar 31, 2015

The Members,

Prag Bosimi Synthetics Limited (PBSL).

The Directors have pleasure in presenting the 23rd Annual Report together with audited accounts of the Company for the 18 months period ended on 31st March, 2015.

SUMMARISED FINANCIAL RESULTS:

The financial results of your Company for the period under review are summarized below:

(Rupees in Crores) Particulars 18 months ended 18 months ended 31st March, 2015 30th September, 2013

Gross Turnover 1.52 99.75

Turnover net of Excise duty 1.52 99.75

Profit / (Loss) before Depreciation, Interest and Taxation (5.71) (0.02)

(Add)/Less: Interest (19.31) (18.76)

(Add)/Less: Depreciation (11.96) (7.94)

Profit (Loss) for the period (36.98) (26.72)

Add/ (Less) Loss Brought forward from the Previous period/year (136.29) (109.57)

Total Loss carried forward to next period/year (173.27) (136.29)

COURSE OF BUSINESS:

Your directors regret to inform you that during the period under review, your Company could not restart its operations, due to acute financial crisis, non-restoration of power supply and settlement with labour.

However, your Company has made representation to Assam Industrial Development Corporation (AIDC) our joint sector partner for rehabilitation scheme which is under active consideration. We are regularly following up with AIDC and Government of Assam.

Your Company has made settlement with Standard Chartered Bank who was holding OCCDs amounting to Rs. 11.34 crores plus interest amounting Rs. 3.41 crores totalling to Rs. 14.75 crores, at an amount of 20% of principal amount i.e. at Rs. 2.26 crores. Interest was fully waived.

DIVIDEND:

Due to inadequate profits your directors have not recommended any dividend for the current period.

DIRECTORS AND KEY MANAGERIAL PERSONS:

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Shri. Devang Vyas, Director (DIN: 00076459) and Shri M.K. Das (DIN: 00179722), Director of the Company would be retiring by rotation and being eligible, offers themselves for re- appointment at the ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

Mr. Devang H Vyas (DIN: 00076459), Mr. Rohit P Doshi (DIN: 00424996) and Mrs. Deepali Rajneesh Pathak were appointed as additional Directors of the Company on 15/ 05/2014, 15/05/2014 and 31/03/2015 respectively to hold office upto the date of ensuing Annual General Meeting.

Mr. Rajesh Shetty was appointed as Company Secretary of the Company on 01-09-2014 in place of Mrs. Melvita Almeida, who resigned with effect from 25/07/2014.

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis- a-vis the Company.

TRANSFER TO RESERVES

In view of loss incurred during the period under review, the Board of Directors has not recommended transfer of any amount to reserves.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the period under review.

DEPRECIATION ON PLANT & MACHINERY

Depreciation is systematically allocated over the useful life of an asset as specified in part C of schedule II of Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial period of the Company and date of this report.

DIRECTORS' RESPONSIBILTY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

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

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2015 and of the loss of the Company for that period;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

BOARD MEETINGS:

The Board of Directors met 12 times during the period ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr.G. M. Das, Chairman, Independent Director

2. Mr. M.K. Das Director and

3. Mr. Rohit Doshi Independent Director.

The Board has in accordance with the provisions of sub- section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification

Positive Attributes

Independence

Experience

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditor's firm and practising Company Secretary dated 30th May, 2015 in this regard are annexed hereto and forms a part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report, as required under Corporate Governance, is forming a part of this report and gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

There are no transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the period Company has given Corporate Guarantee in respect of its subsidiary namely Prag Jyoti Textile Park Pvt. Ltd. for raising funds to the tune of Rs. 22 crores.

SUBSIDIARIES:

The Company has 3 subsidiary companies; the consolidated accounts of these Subsidiary Companies are annexed to this report along with the statement pursuant to the Companies Act, 2013.

Prag Jyoti Textile Park Private Limited has recently received approval from Central Government for setting up the Textile Park and we have taken necessary steps for implementation of the Textile Park.

Since our subsidiary Prag Jyoti Textile Park Private Limited has now got approval for setting up the Textile Park, now our other subsidiaries namely Prag Bosimi Texurising Private Limited and Prag Bosimi Packaging Private Limited can commence commercial operations shortly.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report..

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial period ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Attendance at the meetings, Participation and contribution, Responsibility towards stakeholders, Contribution in Strategic Planning, Compliance and Governance, Participation, Performance Evaluation and Updation of Knowledge are the criteria's for Performance Evaluation of Directors, Committee and Board.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial period under review has been marked as Annexure III.

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE PERIOD ENDED 31ST MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. CS Rakesh Kapur, Practicing Company Secretary had been appointed to issue Secretarial Audit Report for the period 13-15.

Secretarial Audit Report issued by Rakesh Kapur, Company Secretary in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

AUDITORS:

M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; and M/s. A M D & Associates, Chartered Accountants, Guwahati Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment seek appointment as the Auditors of the Company.

SECRETARIAL AUDITOR:

Rakesh Kapur, Company Secretary, Mumbai, is appointed as Secretarial Auditor of the Company.

INTERNAL AUDITOR:

M/s. Dhawan Pandey & Associates, Chartered Accountants, are appointed as Internal Auditors of the Company.

INDUSTRIAL RELATIONS/ HUMAN RESOURCES:

Your Company maintained healthy, cordial and harmonious

industrial relations at all levels during the period under review. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, Dena Bank, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors who through their continued support and co-operation, have helped in your Company's progress.

By order of the Board of Directors

Date: 30th May, 2015 Hemant B. Vyas Devang Vyas Place: Guwahati Managing Director Director


Sep 30, 2013

To, The Members of Prag Bosimi Synthetics Limited (PBSL).

The Directors have pleasure in presenting the 22nd Annual Report together with audited accounts of the Company for the 18 months period ended on 30th September, 2013.

FINANCIAL RESULTS:

The financial results of your Company for the period under review are summarized below:

(Rupees in Crores) Particulars 18 months ended 18 months ended 30th September, 2013 31st March, 2012

Gross Turnover 99.75 0.09

Turnover net of Excise duty 99.75 0.09

Profit / (Loss) before

Depreciation, Interest and Taxation (0.02) (6.48)

(Add)/Le"ss: Interest (18.76) (13.73)

(Add)/Less: Depreciation (7.94) (3.53)

(Add)/Less: Write back Depreciation Nil 11.65

Profit (Loss) for the period (26.72) (12.09)

Add/ (Less) Loss Brought forward from the Previous period/year (109.57) (97.48)

Total Loss carried forward to next period/year (136.29) (109.57)

COURSE OF BUSINESS AND OUTLOOK:

During the current period your company has installed one more texturising machine which will add value to the final product. Further, your company has also made capital commitments towards installation of new spinning line which will increase the capacity by approximately 6000 MT p.a. The installation work is in progress and it is expected that the installation will be completed this year.

Further, we would like to inform you that during the current period Assam State Electricity Board (ASEB) had raised some bills for the period when the company was not in operation. The Company has disputed this claim of ASEB and has represented to ASEB to waive such erroneous claim. However, ASEB has arbitrally, without giving us an opportunity of being heard, disconnected the power supply. As such, the company has suspended its operations.

However, your company has taken up the issue with Assam Industrial Development Corporation (AIDC), our Joint Sector Partner & with Assam Government. We hope that the matter will be resolved shortly and plant will resume production.

DIVIDEND:

Due to inadequate profits your directors have not recommended any dividend for the said period.

DIRECTORS:

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri. Girindra Mohan Das and Shri Devang H. Vyas, Directors of the Company would be retiring by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the period under review.

DEPRECIATION ON PLANT & MACHINERY:

The Company has been advised that its decision not to provide any depreciation on that part of its Plant because of non user of the same is not violative of any provisions of the Companies Act, 1956. Accordingly, the Company has charged depreciation on that part which was put to use during the period.

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

(a) in the preparation of statement of accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) the Directors have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 period viz., 30th September, 2013 and of the loss of the Company for the period ended on that date;

(c) the Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditor''s firm dated 9th December, 2013 in this regard is annexed hereto and forms a part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis Report, as required under Corporate Governance, is forming a part of this report and gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

SUBSIDIARIES:

The Company has 3 wholly owned subsidiary companies; the Consolidated accounts of these Subsidiary Companies are annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

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

The information required under section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is given in Annexure forming part of this report.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INTIATIVES IN CORPORATE GOVERNANCE":

With effect from this period the Company has implemented the "Green Initiative" as per Circular No.17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to the shareholders.

AUDITORS:

M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; and M/s. A M D & Associates, Chartered Accountants, Guwahati Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment seek appointment as the Auditors of the Company.

INDUSTRIAL RELATIONS/ HUMAN RESOURCES:

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the period under review. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, DenaBank, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors who through their continued support and co-operation, have helped in your Company''s progress.

By order of the Board of Directors

Place: Guwahati Hemant B. Vyas S.K.Saha

Date: 09th December, 2013 Managing Director Whole Time Cum Finance Director


Mar 31, 2012

To, The Members of Prag Bosimi Synthetics Limited (PBSL).

The Directors have pleasure in presenting the 21st Annual Report together with audited accounts of the Company for the 18 months period ended on 31st March, 2012.

FINANCIAL RESULTS:

The financial results of your Company for the period under review are summarized below:

(Rupees in Crores)

Particulars 18 months ended 12 months ended 31 March, 2012 30th September, 2010

Gross Turnover 0.09 0.00

Turnover net of Excise duty 0.09 0.00

Profit / (Loss) before Depreciation,

Interest and Taxation (6.53) (13.30)

(Add)/Less: Interest (13.73) (1.00)

(Add)/Less: Depreciation (3.53) (13.42)

(Add)/Less: Write back Depreciation 11.65 0.00

Profit (Loss) for the period (12.14) (27.72)

Add/ (Less) Loss Brought forward

from the Previous period/year (97.48) (69.76) Total Loss carried forward to

next period/year (109.62) (97.48)

COURSE OF BUSINESS AND PERFORMANCE:

Your Company has gone into production from the month February, 2012 which had been in standstill due to various unavoidable reasons from a long period of time. Your Company has also started producing various value added yarn like Draw Texturised Yarn (DTY) and Dope Dyed Partially Oriented Yam (POY) with different denier and filaments. Also the manufacturing of Micro POY is in process to add further comfort and softer feel to the high end fabric. Apart from the above value added products, the company is in the process of making Texturised Dyed Yarns through in-house dyeing facilities. Your Company's products have been well accepted in markets in India. Your Company has also started exporting its products.

Your Directors report to you that in order to start claiming the various incentives available to the Company under North East Industrial Investment Promotion Policy, 2007, your Company requires an additional investment of Rs. 18 crores approx to be made. Company has already committed an investment approximately of Rs. 16 crores and the balance of Rs. 2 crores to meet the eligibility will be invested shortly.

In last Annual Report we had informed about the formation of three wholly owned subsidiaries namely Prdg Bosimi Packaging Private Limited, Prag Bosimi Texurising Private Limited and Prag Jyoti Textile Park Private Limited. Out of these three, Prag Bosimi Packaging Private Limited has already started functioning and looking for expansion and introduction of new range of products. Prag Bosimi Texurising Private Limited has not yet started commerci3l production. So far as Prag Jyoti Textile Park Private Limited is concerned the matter is under active consideration by the Government of India for final clearance.

DIVIDEND:

Due to inadequate profits your directors have not recommended any dividend for the said period.

DIRECTORS:

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri. M. K. Das and Shri. N.G.Vedak, Directors of the Company would be retiring by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

Dr. M. K. Sinha has resigned from the Board w.e.f. 26th April, 2011 and Shri. B. P. Muktieh has resigned as the Director of the Company w.e.f 29th September, 2010. The Board takes this opportunity to place on record its appreciation of the service rendered by them as the Director of the Company during his tenure.

Shri. Rohit P. Doshi was appointed on the Board as an Additional Director with effect from 04th August, 2011. He shall hold office until the ensuing Annual General Meeting. The Company has received notice from member pursuant to Section 257 of the Companies Act, 1956 signifying their intention to propose the candidature of Shri. Rohit P. Doshi as Director of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the period under review.

DEPRECIATION ON PLANT & MACHINERY:

The Company has been advised that its decision not to provide any depreciation on that part of its Plant because of non user of the same is not violative of any provisions of the Companies Act, 1956. Similarly, the Company has also been advised that its decision to write back depreciation on its Plant & Machinery because on non user is not violative of any provisions of the Companies Act, 1956. Accordingly, the qualification in the auditors' report on this aspect stands clarified.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) in the preparation of statement of accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) the Directors have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 period viz., 31st March, 2012 and of the loss of the Company for the period ended on that date;

(c) the Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditor's firm dated 01st September, 2012 in this regard is annexed hereto and forms a part of the Report. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis is set out in a separate statement attached hereto and forming part of the report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

SUBSIDIARIES:

The Company has 3 wholly owned subsidiary companies; the Consolidated accounts of these Subsidiary Companies are annexed to this report along with the statement pursuant to Section 212 of the Companies Act, 1956.

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

The information required under section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of' Directors) Rules, 1988 relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is given in Annexure forming part of this report.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INTIATIVES IN CORPORATE GOVERNANCE":

With effect from this period the Company has implemented the "Green Initiative" as per Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to the shareholders.

AUDITORS:

M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. M/s. AMD & Associates, Chartered Accountants, Guwahati seek appointment as the Auditors of the Company in place of M/s H. Khaund & Co. at this Annual General Meeting and will retire at the forthcoming Annual General Meeting. The appointment of M/S AMD & Associates, Chartered Accountants in place of M/s H. Khaund & Co is due to the sudden sad demise of Mr. H. Khaund on 21st June, 2012. The Board takes this opportunity to place on record appreciation of the service rendered by Mr. H. Khaund as the Auditor of the Company during his tenure.

INDUSTRIAL RELATIONS/ HUMAN RESOURCES:

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the period under review. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, Dena Bank, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors who through their continued support and co-operation, have helped in your Company's progress.

By order of the Board of Directors

(Hemant B. Vyas) (S.K. Saha)

Place : Guwahati Managing Director Whole Time cum

Date : 01st September, 2012 Finance Director


Sep 30, 2010

The Directors have pleasure in presenting the 20th Annual Report and Accounts for the 12 months year ended on 30th September, 2010. The performance of the company is summarized below:

(Rs. in Crores)

Particulars 12 months ended 18 months ended 30th September, 2010 30th September, 2009

Gross Turnover 0.00 0.01

Turnover net of Excise duty 0.00 0.01

Profit / (Loss) before Depreciation.

Interest and Taxation (13.18) (5.79)

(Add)/Less: Interest (1.00) (0.12)

(Addl/Less: Depreciation (13.42) (5.39)

Profit/(Loss) after Depreciation,

Interest and Taxation (27,60) (11.31)

Add/(Less): Income/ Expenses of prior years (0.12) 52.74

Profit (Loss) tor the period (27.72) 41.43

Add/ (Less) Loss Brought forward from the Previous year (69.76) (111.19)

Total Loss carried forward to next year (97.48) (69.78)

Your directors report that your company has completed the Corporate Debt Restructuring (CDR) Settlement by allotment of 8% Optionally Cumulative Convertible Debentures (OCCDs) for ? 57,52,17,500/- to various Financial Institutions, Banks and Insurance companies.

As the CDR process is now completed, your directors have initiated to move to the Honorable High Court for cancellation of Cumulative Convertible Preference Shares (CCP), Redeemable Cumulative Convertible Preference Shares (RCCP). Such cancellation will result in Capital Redemption Reserve of Rs. 81,46,25,000/- which will be used to adjust the carry forward loss; subject to approval of High Court.

Your plant is now ready to restart production subject to availability of working capital. We are confident that need based working capital will be available shortly from the banking system and thereafter your company will restart production. Your directors expect that your company will achieve full capacity utilisation shortly after it restarts production.

To ensure smooth functioning in future, the company has taken necessary steps for the purpose of expansion of capacity/modernisation/refurbishing. The company has taken following major steps for revival and smooth functioning/expansion:

i. Company has appointed various technical consultants for refurbishing of entire plant. Entire refurbishment work has been completed satisfactorily.

ii Restoration of 132 KVA dedicated High Tension Power supply by ASEB at site with required transformers.

iii. Installation of new UPS System with Battery bank for uninterrupted power supply.

iv. The company is also in process of de-bottlenecking and installation of new spinning line.

v. The company is in the process of installing new Ultra Modern High Speed Texturising Machines of reputed manufacturers.

vi. The company is also in the process of installing :-

a. One number of EMS Inventa Line with 16 positions of 8 ends each (Total 128 ends)

b. One number Micro Spinning Line with 24 positions of 6 ends each (Total 144 ends)

vii. Expansion and modernisation of its auxiliary units viz. injection moulding and corrugated box unit.

viii. Installation of necessary additional utility supports system, Cooling Tower, Water Treatment Plant, Chillers, etc.

ix. Recruitment of senior personnel and other necessary manpower.

x. Revival of Agents/Dealers Network for sale of products manufactured.

Your company has undertaken total capital outlay of Rs. 45- 50 crores approx. for achieving modernisation/expansion/ revival process. The company has committed for spending necessary amount for the said purpose.

Your company has formed a wholly owned subsidiary company for implementing the Textile Park Project. The Company approached Assam Industrial Development Corporation Limited to set up a Textile Park on the surplus land available with the company and has now received a formal approval to set up a Textile Park. Total cost of the project will be ? 50 crores to be financed by way of grant of Rs. 40 crores from Government of India. Prag Bosimis contribution to the tune of Rs. 10 crores will be in form of land. Thus, your company will not have any financial burden on this account. When the Textile Park will be in operation, it will be in a position to absorb substantial production of PBSL. Eventually, this will reduce Prag Bosimis Marketing, Selling & Transportation costs. Detailed Project Report (DPR) for the Textile Park has been submitted to Textile Ministry, Government of India. We are in constant touch with the Ministry and your company expects approval shortly.

All the above measures will go a long way to improve your companys financial viability independent of North East Industrial Policy.

As required under Corporate Governance, the Managements Discussion and Analysis Report which is forming a part of this report is a reflection of the current state of business. It also deals with opportunities and threats faced by your Company and the future outlook.

DIVIDEND:

Due to financial loss your directors have not recommended any dividend for the said year.

DIRECTORS:

Shri. Girindra Mohan Das and Shri. Devang H. Vyas, Directors of the Company, retire by rotation and being eligible, offers themselves for re-appointment at the

ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

Dr. M. K. Sinha has resigned from the Board w.e.f. 26th April, 2011. The Board takes this opportunity to place on record its appreciation of the service rendered by him as a Director of the Company during his tenure.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) In the preparation of statement of accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the year;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has taken steps to comply with the mandatory provisions of clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forming part of this report is given separately.

PERSONNEL:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

SUBSIDIARIES:

The Company has wholly owned subsidiary companies; the Consolidated accounts of these Subsidiary Companies have not been attached to this Annual Report as the Incorporation of the Subsidiary Companies is after the year ended 30th September, 2010.

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

The information required under section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is given in Annexure forming part of this report.

APPOINTMENT OF COMPANY SECRETARY:

Pursuant to the requirement under Section 383A of the Companies Act, 1956 with respect to the appointment of Company Secretary, the Company has appointed Ms. Melvita Almeida an Associate Member of The Institute of Company Secretaries of India (ICSI) as a Company Secretary of the Company with effect from 14th April, 2011.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INTIATIVES IN CORPORATE GOVERNANCE":

The Company has implemented the "Green Initiative" as per Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices/ documents and annual reports to the shareholders.

AUDITORS:

M/s. H. Khaund & Company, Chartered Accountants, Guwahati and M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has received a certificate from both the Audit firms to the effect that their re-appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, Government of Assam, AIDC, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors for their unstinted support and assistance and look forward to their continuing support and encouragement in enabling Company to realise its vision of brighter tomorrow and ushering in of rapid economic development of Assam and the Northeast region.

Your Directors also wish to place on record deep appreciation of the dedicated and sincere efforts put in by the employees of the Company at all levels.

By order of the Board of Directors

(Hemant B. Vyas) (S.K. Saha)

Managing Director Whole Time cum Finance Director

PLACE: Guwahati DATE : 31st May, 2011


Sep 30, 2009

The Directors hereby present their Nineteenth Annual Report together with Audited Statement of Accounts of your Company for the 18-months period ended on 30th September 2009. The performance of the Company is summarized below.

(Rupees in Crores)

18 months 18 months ended ended 30th September, 31 si March 2009 2008

Gross Turnover 0.01 0.06

Turnover net of Excise duty 0.01 0.04

Profit / (Loss) before Depreciation Interest and Taxation (5.79) (16.84)

(Add)/Less: Interest (0.12) (8.80)

(Add)/Less: Depreciation (5.39) (5.47)

Profit/(Loss) after Depreciation,

Interest and Taxation (11.31) (31.11)

Add/(Less): Income/ Expenses of prior years 52.74 (1.25)

Profit/(Loss) for the period 41.43 (32.36)

Add/ (Less) Loss Brought forward from the Previous year (111.19) (78.83)

Total Loss carried forward to next year (69.76) (111.19)

Your Directors regrettably report that your Company has still not started the production, but your Directors are happy to inform you that your Company is in the process of implementing the Corporate Debt Restructure (CDR) scheme approved for your Company and first payment towards cash portion of CDR Settlement has been made to all the lenders. Your Company has been sanctioned a loan of Rs. 37 crores by Srei Infrastructure Finance Ltd. towards (a) payment of cash component of the settled amount of the Financial Institutions and banks under CDR Scheme; (b) restarting of the plant and (c) working capital margin. This loan of Srei Infrastructure Finance Ltd. is secured by the 1st charge on the entire fixed assets of the company, personal guarantee of Shri. H. B. Vyas, Managing Director of the company and mortgage of additional property valued approximately Rs. 87 Crores, jointly owned by Shri. H. B. Vyas, Managing Director & M/s. Nandraj Developers Pvt. Ltd. It may be mentioned here Shri. N. G. Vedak, one of the Directors of M/s. Nandraj Developers Pvt. Ltd., has recently joined the Board of your Company.

We give below the gist of the CDR proposal which has finally been approved:-

1) For Financial Institutions :-

i) 75% of the principal amount has been waived

ii) Entire accrued interest has been waived

iii) Settlement has been arrived at 25% of principal amount. The settled amount has to be paid as follows : -

a) 25% to be paid upfront

b) For balance 75%, Optionally Cumulative Convertible Debentures have to be issued.

2) For Working Capital Bankers

i) 80% of the amount outstanding as on 31/12/2005 has been waived.

ii) Settlement has been arrived at 20% of the amount outstanding as on 31.12.2005. The settled amount to be paid as follows : -

a) 25% to be paid upfront

b) For balance 75% Optionally Cumulative Convertible Debentures have to be issued.

As per CDR Scheme an amount of Rs. 19.18 crores representing the cash portion of the settlement has been paid to all the Financial Institutions and banks. For the balance settlement amount to the tune of Rs. 57.54 Crores, 8% Optionally Cumulative Convertible Debentures (OCCD) have to be issued. Your approval is required for issue of such OCCD. As such your Directors have included this issue in the notice conveying this Annual General Meeting. The explanatory statement for this purpose has been given in the appropriate place in the Annual Report.

Financial Institutions led by IDBI have also subscribed to Cumulative Convertible Preference Shares (CCPS) and Redeemable Cumulative Convertible Preference Shares (RCCPS). These have also been subject to CDR. In terms of CDR these CCPS & RCCPS have to be cancelled from the books of accounts. However, such cancellation as per the provisions of the Companies Act 1956 require approval of High Court after this proposal has formally been approved by the shareholders. CCPS & RCCPS will remain in the books of accounts till the approval of the High Court.

Your Directors are happy to inform you that as a result of implementations of CDR, Companys debt has come to a level which is not only sustainable but also favourable in the industry comparison. The accounting effect of OTS has been given in the accounts in accordance with generally accepted accounting principles after discussing with statutory auditors of the Company.

Consequent to OTS your Company has capitalized the amount remaining in the capital work in progress on 30.09.2009. This has been done in accordance with the accepted accounting principles and after discussion with the statutory auditors. Your Directors have taken steps for restarting of your Plant. Suitable Memorandum of Understanding (MOU) has been signed between the Company & the union representing Companys workers, engineers, supervisors etc. This MOU will also take care of the smooth working of the Company in future. The Company has appointed M/s. R. C. Sharma, Engineers & Consultants having vast experience in the field of Polyester industry to take up the total restarting activities of the Plant. The progress in this regard has so far been satisfactory. We expect to restart the plant by February, 2011. Your Directors have initiated the process of discussion with some bankers for working capital requirement. Your Directors are confident that the Company will get the need based working capital facility from the banking system.

Your Directors have decided to implement the textile park project of the Company through its wholly owned subsidiary company and initiated necessary action for the purpose. As required under Corporate Governance, the Managements Discussion and Analysis Report which is forming a part of this report is a reflection of the current state of business. It also deals with opportunities and threats faced by your Company and the future outlook. DIVIDEND:

Due to financial loss your directors have not recommended any dividend for the said period.

DIRECTORS:

Shri M. K. Das and Dr. M.K. Sinha, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting (AGM). . Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting. Shri A.K- Choudhary and Shri B. H. Bachkaniwala have resigned from the Board w.e.f. 31st July, 2009 and 23rd August 2010 respectively. The Board takes this opportunity to place on record its appreciation of the service rendered by both of them as a Director of the Company during their tenure. Shri N.-G. Vedak was appointed on the Board as an Additional Director with effect from 15th July, 2010. He shall hold office until the ensuing Annual General Meeting. The Company has received notice from members pursuant to Section 257 of the Companies Act, 1956 signifying their intention to propose the candidature of Shri N. G. Vedak as Director of the Company. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits under Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS RESPONSIBILTY STATEMENT: Your Directors hereby confirm that:

(a) In the preparation of statement of accounts, the applicable accounting standards have been followed, unless otherwise stated;

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has taken steps to comply with the mandatory provisions of clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis forming part of this report is given separately.

PERSONNEL:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

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

The information required under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is given in Annexure forming part of this report.

APPOINTMENT OF COMPANY SECRETARY:

Pursuant to the requirement under Section 383A of the Companies Act, 1956 with respect to the appointment of Company Secretary, the Company has appointed Shri Mantosh Vishwakarma a Associate Member of The Institute of Company Secretaries of India (ICSI) as a Company Secretary of the Company with effect from 15th April, 2010.

AUDITORS:

M/s. H.Khaund & Company, Chartered Accountants, Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer them for re-appointment along with Bharat Shroff & Company, Chartered Accountants, Mumbai as a Joint Auditors of the Company. The Company has received a certificate from both the Audit firms to the effect that their re-appointment/appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment/appointment.

APPRECIATION

Your Directors take this opportunity to offer their sincere thanks to the Government of India, Government of Assam, AIDC, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North- East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors for their unstinted support and assistance and look forward to their continuing support and encouragement in enabling Company to realise its vision of brighter tomorrow and ushering in of rapid economic development of Assam and the Northeast region.

Your Directors also wish to place on record deep appreciation of the dedicated and sincere efforts put in by the employees of the Company at all levels.

By order of the Board ot Directors

DATE: 19th November, 2010 (Hemant B. Vyas) (S. K. Saha)

PLACE: Guwahati Managing Director Wholetime Director