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Directors Report of Raj Rayon Industries Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting 30th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31st March 2023.

1. FINANCIAL RESULTS

Particular

For the financial year

For the financial year 2021-

2022-23

22

(Amount in Rs. Lakhs.)

(Amount in Rs. Lakhs.)

Revenue from Operations

13,722.39

-

Other Income

44.40

5.54

Total Income

13,766.79

5.54

Less: Depreciation & Amortization Expenses

1,345.63

2,798.91

Less: Employee Benefits Expenses

200.07

5.59

Less: Finance Cost

129.68

0.32

Less: Other Expenses

2,419.11

236.48

Total Expenses

15,020.45

3041.30

Profit/ (Loss) before exceptional items and tax

(1,253.66)

(3035.76)

Less: Exceptional Items

-

67113.12

Profit/ (Loss) before tax

(1,253.66)

64077.36

Tax Expenses

0

0

Tax adjustment for earlier years/ Deferred Tax

15.98

0

Profit/(Loss) after Tax

(1,237.68)

64077.36

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned total revenue of Rs. 13,766.79 /- Lakhs as compared to the previous years’ revenue of Rs. 5.54/- Lakhs. The Company has incurred a net loss of Rs. 1,237.68/- Lakhs after considering exceptional items as compared to the previous years’ Net Profit of Rs. 64,077.36/- Lakhs. The exceptional items on account of gains recognised in accordance with the approved resolution plan in the year under review. Your Directors are continuously looking for avenues for future growth of the company.

DIVIDEND:

In absence of adequate amount of profits for the year ended 31st March, 2023 and past accumulated losses, your directors do not recommend payment of any dividend for the year ended 31st March, 2023.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was change in the paid up share capital of the Company in continuation to terms/implementation of the Resolution Plan submitted by SVG FASHIONS PRIVATE LIMITED approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide its Order dated 05th October, 2021, received on 7th October 2021 (“said Order”) as follows:

1) Allotted of 1,00,000 Compulsory Convertible Preference Shares Class- A (CCPS - A) of Rs. 100/-each to financial creditors on 5th May, 2022;

2) Allotted 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of Re. 1/- (Rupee One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores Ninety Lakhs) on a preferential allotment basis to the entities defined by M/s SVG Fashions Private Limited (“Resolution AppNcant”/”New Promoter”) on 10th June, 2022;

3) Allotted 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG Fashions Private Limited (“Resolution Applicant”/”New Promoter”) of Rs. 100/- each on 10th June, 2022;

4) Further based on terms of CCPS- A the Board has converted CCPS- A into Equity Shares and allotted 4800000 equity shares to the financial creditors on 23rd December, 2022.

After considering aforesaid changes as on 31st March, 2023, the paid up share capital of the Company was Rs. 80,60,82,495/- divided into 556,082,495 equity shares of Re. 1/- each and 2,500,000 Compulsory Convertible Preference Shares (CCPS) Class- B of Rs. 100/- each.

CHANGES POST FINANCIAL YEAR

Based on market capitalization list issued by NSE India Limited for 31st March, 2023 the Company was categorised under “TOP 1000 Companies" basis that as per LODR company needs to comply with the additional compliance Which is applicable w.e.f. 1st April, 2023, status of those compliances are as follows:

SR. NO.

COMPLIANCE

STATUS OF COMPLIANCE

1

Risk Management Committee

The Company has formed Risk management Committee in Board Meeting held on 27th May, 2023

2

Woman Independent Director

Appointed Ms. Supriya Mahesh Pujari (DIN. 07661070) as Woman Independent Additional Director on the Board of the Company w.e.f. 27th May, 2023 on recommendation of Nomination and Remuneration Committee of the Company for a first term of five consecutive years, subject to the approval of members, which is to be taken under postal ballot process.

3

To undertake Directors and Officers insurance (‘D and O insurance’) for all their independent directors of the Company.

The Company is in process of taking insurance for all their independent directors of the Company.

4

To adopt policies:

a) Dividend Distribution Policy

b) Risk management policy

The board members have adopted both policies as on date of this report in their meeting held 27th May, 2023.

5

Report of Business Responsibility and Sustainability reporting with Annual Report.

The Company has prepared the report and attached as part of Annual Report.

DEPOSITS:

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

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

The Company’s Internal Audit department evaluates the efficiency and adequacy of internal control system and gives its report and recommendations to the Chairman of Audit Committee and based on Internal Audit Report the corrective actions are taken.

THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on this report date the Board at present consists of 7 Directors. The Board of Directors is duly constituted. The details of present directors appointed is as below:

Name of Director

Designation

Date of Appointment

Rajkumar Satyanarayan Agarwal

Managing Director

19/10/2021

Sapna Rajkumar Agarwal

Non- Independent Director-Non executive

19/10/2021

Sandiip Satyanarayan Agarwwal

Whole Time Director/Executive and CFO

CFO on 19/10/2021 and WTD w.e.f.07/02/2022

Ramesh Chandra Agarwal

Independent Director

19/10/2021

Vinodkumar Bajranglal Dalmia

Independent Director

19/10/2021

Kailashnath Jeevan Koppikar

Independent Director

07/02/2022

Supriya Mahesh Pujari

Woman/ Independent Director

27/05/2022

During the financial year, Seven Board Meetings held. The dates of Board Meetings along with attendance of each Director are given below:

Sr.

No

Date of

Board

Meeting

Name of new Board members and KMP and Attendance details

Rajkumar

Satyanarayan

Agarwal

Sapna

Rajkumar

Agarwal

Sandiip

Satyanarayan

Agarwwal

Ramesh

Chandra

Agarwal.

Vinod

kumar

Bajranglal

Dalmia

Kailashn

ath

Jeevan

Koppikar

1.

05/05/2022

Present

Present

Present

Present

Present

Present

2.

30/05/2022

Present

Present

Present

Present

Present

Present

3.

10/06/2022

Present

Present

Present

Present

Present

Present

4.

12/08/2022

Present

Present

Present

Present

Present

Present

5.

14/11/2022

Present

Present

Present

Present

Present

Present

6.

23/12/2022

Present

Present

Present

Present

Leave of Absence

Present

7.

14/02/2023

Present

Present

Present

Present

Present

Present

Details of all the Committee along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the companies was within the period prescribed under the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate meetings of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 14thFebruary, 2023.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted three committees of the Board, namely:

1. Audit Committee

2. Stakeholders Relationship Committee, and

3. Nomination and Remuneration Committee

4. Risk Management Committee (formed post financial year)

Details of all the Committees along with their charters, composition and meetings held during the financial year under review are provided in the Report on Corporate Governance, forming part of this Annual Report.

RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risks. The Board is in process of adopting a practice for periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Risk Management Committee comprised of Mr. Sandiip Satyanarayan Agarwwal, WTD and CFO, Mr. Vinodkumar Bajranglal Dalmia and Mr. Kailashnath Jeevan Koppikar, Independent Directors as its members. Mr. Sandiip Satyanarayan Agarwwal is Chairman of Risk Management Committee of the Committee. The Committee assists the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while at the same time trying to achieve its business objectives.

This Committee’s responsibilities include, achieving the objective of developing a risk mitigated culture that supports decision making and helps improving the Company’s performance as stated in the Risk Management Policy of the Company. The role and terms of reference of the Risk Management Committee are in conformity with the requirements of the Act and Regulation 21 of the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNELa. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Sapna Rajkumar Agarwal (DIN: 00437469), Woman Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her reappointment.

b. Appointment of Directors and KMP: There was no appointment/change of Director and KMP during the year under review.

The Board members on recommendation of Nomination and Remuneration Committee of the Company appointed Mrs. Supriya M. Pujari (DIN-07661070) as Woman Independent Additional Director on the Board of the Company w.e.f. 27th May, 2023 for a first term of five consecutive years, subject to the approval of members which is to be taken through postal ballot process.

c. Cession: There was no cessation of Director and KMP during the year under review.

Brief resume of the director proposed to be appointed / re-appointed or to whose remuneration is to be approved as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the 30th Annual General Meeting of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time, M/s. MKPS & Associates, Chartered Accountants (Firm Registration No. 302014E) was appointed as a statutory Auditor for the period of 5 years at the 28th Annual General Meeting held on 30th September, 2021 i.e. until the conclusion of the FY 2025-2026 of the Company.

However, due to the volume of transactions increasing M/s. MKPS & Associates, Auditor finding it challenging to maintain quality of services and hence submitted their resignation and relived themselves from the responsibility of Statutory Auditor from closure of Business hours w.e.f 12.08.2022.

On recommendation of Audit Committee, the Board had appointed M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No - 113447W/W-100019) as Statutory Auditors of the Company w.e.f 13.08.2022, pursuant to the provisions of Section 139(8) of the Companies Act, 2013 on account of casual Vacancy to hold office upto the conclusion of ensuing Annual General Meeting of the Company.

Further, the members of the Company in their 29th Annual General Meeting of the Company approved the appointment of M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No - 113447W/W-100019) to hold office till the conclusion of 30th Annual General Meeting of the Company for the FY 2223.

Now the Board members on recommendation of Audit Committee in their meeting held on 27th May, 2023 recommends re-appointed M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No -113447W/W-100019) as Statutory Auditors of the Company (for a remaining period of his first term of five years) from the conclusion of ensuing 30th Annual General Meeting of the Company upto the conclusion of 34th Annual General Meeting of the Company till the FY 26-27 i.e. for period of four years of their first term of appointment.

M/s. Bagaria & Co. LLP Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

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

AUDITORS REPORT:

The Statutory Auditors of the Company has issued the Auditors Report for the Financial Year ended on March 31, 2023 with modified opinion stating that they cannot audit and comment on the impact, if any, on the financial statement arising out of subsequent availability of any pending bank statements of four inoperative bank accounts which are continuing in the name of the Company from prior to the Corporate Insolvency Resolution Process when the current management was not in charge of the affairs of the Company was not available for verification for which management stated that the company is in process to obtain details in the matter.

The Auditors’ Report does not contain any other qualification, reservation or adverse remark except as detailed herein above.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure -A.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as follows:

Sr.

No.

Observations

Explanation of Board of Directors

1.

There was delay in filing of compliance under Reg. 23(9) of the SEBI (LODR), 2015 with respect to disclosure of Related party transactions for half year ended 31st March, 2022 with NSE and BSE and also paid fines levied on the Company under Standard Operating Procedure (SO P)for suspension and revocation of trading of spe cified securities of listed entities with both exchanges BSE and NSE.

The management was not aware about the filing of NIL return under Reg.23(9) SEBI (LODR), 2015 for RPT, post that the Company has filed disclosure for NIL RPT and has paid fines and rectified the mistake and thereafter filed compliance on time under said regulation in next half year ended September 30, 2022.

2.

With respect to compliance under Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company was maintaining Structured Digital in excel format, password protected and with backup and single point of access for the financial year under review and has acquired SDD software and implemented w.e.f. 01/04/2023.

The Company was under IBC, since than due to transitional period by new Board of the Company, now the company has acquired SDD software and implemented w.e.f. 01/04/2023 as per compliance to reach on path of achieving of compliance with integrity/transparency.

Your Company always endeavour to comply with all the applicable rules and regulations.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated ,on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):

Management Discussion and Analysis Report (MDAR) for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

CORPORATE DEBT RESTRUCTURING (CDR)

The detailed key features of the CDR Proposal are given in under Notes forming part of Notes to Accounts given in this Annual Report.

Based on the NCLT order and pursuant to Resolution Plan (Plan) approved by National Company Law Tribunal Ahmedabad Bench vide order dated 05th October, 2021, received on 7th October 2021, the following actions were taken during the financial year 2022-23:

1. Allotted of 1,00,000 Compulsory Convertible Preference Shares Class- A (CCPS - A) of Rs. 100/-each to financial creditors on 30th May, 2022.

2. Allotted 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of Re. 1/-(Rupee One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores Ninety Lakhs) on a preferential allotment basis to the entities defined by M/s SVG Fashions Private Limited (“Resolution AppNcant”/”New Promoter”) on 10th June, 2022.

3. Allotted 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG Fashions Private Limited (“Resolution Applicant”/”New Promoter”) of Rs. 100/- each. Details as per Annexure -II on 10th June, 2022.

4. Further based on terms of CCPS- A the Board has converted CCPS- A into Equity Shares and allotted 4800000 equity shares to the financial creditors on 23rd December, 2022.

We further state that the implementation of approved Resolution Plan is in process as per the NCLT Order as on date of this report and the Company will update about the further progress on said plan to the members as per statutory requirements.

Your Company does not have any subsidiary, joint venture or associate Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

COST AUDITOR:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company on recommendation of Audit committee of the Company has re-appointed M/s. C SAHOO & CO., Proprietor Mr. Chandra Mani Sahoo Mem. No.: 18011 Practicing Cost Accountant Firm Registration No. (100665) as the Cost Auditor to conduct the Cost Audit for the financial year 2023-24 at a remuneration of Rs. 1,00,000/- (Rupees One Lakh Only) plus out of cost expenses and tax as applicable. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditor for financial year 2023-24 is provided in the Notice of the ensuing 30th Annual General Meeting.

COST RECORDS:

The Company maintained the cost accounts and records; however, the filing of the Cost Audit report with authority was not applicable for the FY 22-23.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee the Company has appointed M/s N.R Tibrewala & Co. LLP, Chartered Accountants Firm Registration No. (W100608) as the Internal Auditor of the Company from the financial year 2021-2022 until such time the Audit Committee/Board otherwise decide to revoke their appointment. Internal Auditor submits their reports to the Audit Committee on quarterly basis.

Based on the report of internal auditor, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return as on 31st March, 2023 will be placed on the website of the Company and can be accessed on companies web site at www.rairavon.com

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

A) Conservation of energy:

• We have Installed Air Preheater in the Exhaust of the Heaters which Reduces the Power Load to Heat the Air for Combustion of the Fuel in the Heaters & reduce the Flue Gas Temperature too.

• We Have Installed Air Coolers for the Condensation of the Vapours of the Process Column which Ultimately reduces the Water Purification Cum Power cost to Treat it from Bore well to the Condition where it can be Made Useable for the Process, also the Natural Cooling Reduces the Power Load of the Fans too of the Cooling Towers .

• We have been using the IE3 Motors for More Energy Savings.

• We have Designed the Continuous Polymerisation Plant Building is Such a way that the required Ventilation of Air is achieved without use of Exhaust Fans to remove the heat of the Building. This results in reduced capes and regular energy costs.

• All the old Electrical panels, Cables, transformers have been replaced by new latest technology equipment which will be more efficient and reduce monthly energy bills.

• New Variable frequency drives have been installed to ensure high efficiency and optimum use of energy.

• All new lights that are being installed are low power consuming LED type fittings.

• Elimination of Tedious process for movement of main raw materials;

The main raw material for the plant will be PTA which was previously coming in bags due to various reasons. We will bring PTA in tankers to our plant which will save the cost of transportation, cost of bags, handling costs and also electrical energy consumed during transportation to the height via electrical hoists. This will also save costs incurred due to pilferage during transportation of bags.

It was observed during regular cost audit exercise, that due to the temperature difference during day & night, It is possible to stop 50% electrical fans of all coolers in the night. This translates in considerable energy saving during the night.

Similarly regular energy savings are achieved by optimizing the plant process parameters & process activity due to reduced loads on all the cooling towers & chillers.

The company has also increased the use of electricity free turbo vent in place of electrical operated exhaust fan resulting in 100% savings.

B) Technology absorption

The company has purchased new H.T. Power capacitor banks which will increase the power factor to nearly 1 and reduce energy costs.

Melt Transfer Line:

We have already installed a direct melt transfer line to the POY plant which will bypass the process of making chips and save the energy consumed for cooling the polymer and cutting into chips, packing and transporting to POY area and re-heating and extruding at the PoY stage. This will be in addition to the assured uninterrupted supply to the POY lines for better production efficiency.

Installing new POY plant

We are in the process of installing new POY production lines with better quality, higher efficiency and lower energy consumption and material wastage.

(C) Foreign exchange earnings and Outgo:

The details of net Gain on foreign currency transactions given under note no. 25 of notes on Financial Statements for the year ended 31st March, 2023

Foreign exchange Outgo during the year under review is as follows:

Particulars

Financial Year 01.04.22 to 31.03.23 INR in Lakhs

Financial Year 01.04.21 to 31.03.22 INR in Lakhs

Import of Goods Calculated on CIF Basis:

6,048.52

(i) Raw Material

1,972.79

(ii) Component and Spare Parts

(iii) Capital Goods

4,075.73

Total Expenditure in Foreign Exchange

6,048.52

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Provisions with respect to Corporate Social Responsibility (CSR) as per provisions of Section 135 of Companies Act, 2013 read with rules framed thereunder was not applicable to the Company in the financial year under review.

However, your Company is enthusiastic to serve the society at large, which it will do in the coming years. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited & NSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016.

COMPANY’S POLICY ON NOMINATION, APPOINTMENT, REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2023, the Board consists of six board members including CFO and three are independent directors. The Company has framed and adopted a Nomination and Remuneration Policy for appointment, remuneration and evaluation of Directors from time to time.

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Agreement applicable to the Company, your Company has adopted Vigil mechanism (Whistle Blower Policy) for complying with the Company''s Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Company''s financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the Financial Year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All the related party transactions which were entered by the Company during the financial year were done on arm’s length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Company''s website at: https://www.rajrayon.com/Pdf/Policy%20_Related%20party%20transcation.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Board of directors have agreed to forego any remuneration since the plan is still under implementation. Pursuant to that disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However there were no employees who were in receipt of remuneration for which details need to be disclosed.

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholders that the unpaid dividend which needs to be transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013 was not done as there was no records available relating to the shareholders whose dividend are unpaid and hence the balance is lying in the Banks’ unpaid dividend Account.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) There was no change in the nature of business during the year under review.

e) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

f) The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

h) The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.

i) The financial statements of the Company were not revised.

j) The Company has not failed to implement any corporate action.

k) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

l) As there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly exercised by the employees of the Company.

m) Except the implementation of the CIRP Process as per the Approved Resolution Plan as explained earlier has been implemented and completed during the financial year:

a. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

b. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Annual Report.

c. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. The Company was not required to carry out valuation of its assets.

ACKNOWLEDGEMENTS:

Your Directors’ would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on 31st March, 2015.

Financial Results:

(Rs. in Lacs)

Particulars Current Previous Year Year 2014-2015 2013-2014

Net Sales and Other Income 19169.17 47276.74

Net Profit before interest, 565.25 (4725.17)

Depreciation and Tax

Less: Interest 7108.72 4874.03

Depreciation 4240.75 3161.11

Profit/ (Loss) before Tax (10784.22) (12760.31)

Less: Provision for Current Tax 0.00 0.00

Provision for Deferred Tax (3297.96) (3982.51)

Tax Adjustment for earlier years 0.12 (152)

Profit/(Loss) After Tax/ Profit/ (7486.38) (8776.28) (Loss) for the Period

*Previous years' figures have been regrouped wherever necessary to bring them in line with the current year's representation of figures

Performance:

During the financial year, your Company recorded Net Sales and Other Income of Rs. 19169.17 Lacs as compared to Rs. 47276.74 Lacs of previous year. The Company incurred a Net Loss of Rs. 7486.38 Lacs as compared to previous year's Net Loss of Rs. 8776.28 Lacs. The Company incurred Cash losses of Rs. 3245.63 Lacs as compared to Cash Losses of Rs. 5615.17 Lacs of previous year.

Dividend:

In absence of profits for the year ended and past accumulated losses, your directors do not recommend payment of any dividend for the year ended 31st March, 2015.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

Updates on Expansion/modernisation:

During the Year under review, in order to utilize the surplus backward capacity of CP plant with aim for improvement in profitability, the company has undertaken Direct Polymer Melt (DPM POY) project for production of POY by utilizing Direct Polymer Melt produced by CP plant The plant has been implemented in August 2014 and commercial operation of dPm POY plant has started in October 2014. The Capacity of the plant is 75347 MTPA. During the implementation of this project some old/obsolete POY Lines have also been replaced/sold.

Corporate Debt Restructuring (CDR):

The detailed key features of the CDR Proposal are given in under Notes No. 2 of Notes forming part of Notes to Accounts given in this Annual Report.

Internal Control System and Adequacy:

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

The Company's Internal Audit department evaluates the efficiency and adequacy of internal control system and gives its report and recommendations to the Chairman of Audit Committee and based on Internal Audit Report the corrective actions are taken.

Subsidiary/Joint Ventures/Associate Companies:

Your Company does not have any subsidiary company or joint ventures however M/s. Raj Money Market Limited is its Associate Company, holding 35.55% Equity Shares (as on 31st March, 2015) in the Company.As on 31st March, 2015 the Company had a Net Worth of Rs. 127847935 and registered a Net Loss of (Rs. 725033).

Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no such amount of principal or interest was outstanding as on the Balance Sheet date.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to National Stock Exchange Limited (NSE) and BSE Limited (BSE) where the Company's Shares are listed.

Statutory Auditors:

At the Annual General Meeting held on 30th September, 2014, M/s. K.M. Garg & Co., Chartered Accountants (Registration No. 120712W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the four consecutive Annual General Meetings to be held in year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. K.M. Garg & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of Companies Act, 2013.

Auditors' observation and Management's response to Auditors' observation:

The Directors refer to the Auditors' observation in the Auditors' Report and provide their explanation as under:

i) In respect of Note 2 of the Financial Statement regarding amount payable towards recompense:

The recompense payable is contingent on various factors including improved performance of the Company (Borrowers) and many other conditions, the outcome of which currently is materially uncertain and cannot be determine.

ii) In respect of Auditors observation in Financial Statements regarding cash losses incurred by the Company:

It is clarified that the cash losses were primarily attributable to the lower volumes due to prevailing uncertain economic conditions, lower sales volume coupled with increase in depreciation and interest/finance cost.

Cost Auditor:

The Central Government had approved appointment of Mr. Jayant J. Paleja, Cost Accountant, Mumbai as Cost Auditor to conduct Cost Audit relating to the products manufactured by your Company for the financial year 2014-2015, the E-Form 23C for his appointment was filed on 23rd June, 2014. Further the Company has also appointed him to conduct the Cost Audit for the financial year 2015-2016 as per Section 148 of Companies Act, 2013 and his remuneration has to be ratified at the ensuing Annual General Meeting.

Secretarial Auditor:

The Company had appointed Prasad Raghunath Baraskar, Practicing Company Secretary to undertake Secretarial Audit of the Company, pursuant to Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct Secretarial Audit for the financial year 2014-2015.

The Secretarial Audit Report for the financial year 2014-2015 forms part of the Annual Report as Annexure I to the Board's Report.

Share Capital and Net Worth:

During the financial year there was no change in the Share Capital of the Company. However the Company took Members approval on 14th March, 2015 for issue 8.00 crs Equity Shares of Rs. 1/- each at par aggregating to Rs. 8.00 crs. The Company has received in-principle approvals from National Stock Exchange of India (NsE) on 30th March, 2015 and from BSE Limited on 15th April, 2015.

Further the Company has on 24th April, 2015 allotted 8.00 crs Equity Shares of Rs. 1/- each at par on preferential basis to allottees belonging to the category of Promoters and Non Promoters, consequently the paid-up share capital increased from Rs. 40,64,54,000 as on 31st March, 2015 to Rs. 48,64,54,000 as on the date of allotment.

Further the net worth of the Company has reduced to (Rs. 992.35 Lacs) as compared to Rs. 6503.52 Lacs in previous year. Since the Company's accumulated losses had resulted into erosion of more than fifty percent of its peak net worth during the immediately preceding four financial years i.e. Rs. 15279.80 Lacs, the Company proposes to make necessary reference to the Board for Industrial and Financial Reconstruction (BIFR) in due course of time pursuant to the provisions of Sick Industrial Companies (Special Provisions) Act, 1985.

Extract of the annual return:

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 an extract of the Annual Return in Form No. MGT - 9 is annexed herewith as Annexure II.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

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

(A) Conservation of energy:

The conservation of energy is of paramount importance and not only necessary for conserving national resources but also inevitable across all industry, as it has far reaching impact on the bottom line of the company. We have taken several steps in this regard related to our manufacturing activity but the key steps are-

1. We have taken initiatives for replacement of existing lights with "LED Lights" to save power consumption and during the current year we have completed this process in all the key areas where power consumption is high. In the ensuing year, we will complete the process of replacement of Existing Light with "LED Light" in all the area where it requires.

2. One of our key raw materials is PTA, which is available both in bags and tanker. Now we are bringing material in tankers as it directly fed in the process rather than bringing in Bag. As material brought in bags, require additional consumption of electrical energy on account of charging of electrical hoist for lifting and pulling down the bags.

3. The cooling Tower Fan and Air Cooler Fan are one of the major components which consume energy. We have optimised use of number of fans depending upon the temperature difference during the day and night.

4. We have optimised the plant process parameter, process activity and reduced the load on the cooling tower and chiller.

5. We have started using of turbo vent in place of electrical operated exhaust fan to contain electrical energy consumption.

(B) Technology absorption:

1. We have installed modern Power Capacitor Bank for increasing power factor which will directly reduce electric consumption.

2. We have implemented a Direct Polymer Melt line for direct consumption of melt instead of Polyester Chips for producing POY. This has actually reduced our process flow and not only improved quality but also reduced power consumption ratio per ton of production

(C) Foreign exchange earnings and Outgo:

The particulars regarding foreign exchange earnings and outgo are given in Note No. 37 and 39 Notes forming part of the Accounts.

Corporate Social Responsibility (CSR) Initiatives:

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per provisions of Section 135 of Companies Act, 2013 to spend in various CSR initiatives as provided under schedule VII of the Companies Act, 2013 and rules made thereunder.

However due to losses suffered and your company been into Corporate Debt Restructuring (CDR), we didn't spend into any CSR activities/projects. However your Company is enthusiastic to serve the society at large, which it will do in the coming years.

Directors:

During the year the Company has re-designated Mr. Sushil Kumar Kanodia, from Chief Executive Officer to Chief Executive Officer and Chief Financial Officer of the Company. In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Association of the Company, Mr. Naval Babulal Kanodia, Whole Time Director of the Company retires by rotation and is eligible for re-appointment.

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

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance and that of its committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Remuneration Policy:

The Board of Directors has on recommendations of the Nomination & Remuneration Committee outlined policy for selection & appointment of Directors, Key Managerial Personnel & Senior Management and also to decide their remuneration along with the perks. The Nomination & Remuneration Committee revises the remuneration from time to time depending upon the performance of the Company and the Individual Director's/Key Managerial Personnel and other Senior Management. At Director level the Company pay's remuneration to Mr. Naval Babulal Kanodia, Whole Time Director of the Company.

Training of Independent Directors:

The Independent Directors appointed on the Board are made familiarised with the business and affairs of the Company in which the Company operates and its long terms plans and expectations.

At the time of appointment of Independent Director, the Company issues a formal letter of appointment providing in details their functions, roles & responsibility as an Independent Directors.

Board of Directors Meeting:

During the year ended 31st March, 2015, the Company had Nine (09) Board Meetings and the gap between the two meetings of the Board is as per Companies Act, 2013. The details of the Board Meetings are provided in the Corporate Governance Report.

Committees of Board:

Following are the various Committees formed by Board:

* Audit Committee

* Nomination & Remuneration Committee

* Stakeholders Relationship Committee

* Allotment Committee

* Risk Management Committee

* Corporate Social Responsibility Committee

The details of the composition of committees, its roles and responsibility along with no. of meetings held are given in the Report of Corporate Governance.

Vigil Mechanism:

The Company has established a vigil mechanism for its Directors and Employees to report genuine concerns relating any violations legal or regulatory requirements or misconduct in the Company through its Whistle Blower Policy. And also to report concerns of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct and ethics policy, incorrect or misrepresentation of any financial statements and reports thereon.

The protected disclosures will be dealt by the Chairman of the Audit Committee and the Chairman should address the same carry out the investigation and take needful action.

The policy on Whistle Blower as approved by the Board of Directors is uploaded on company's website.

Particulars of loans, guarantees or investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

All the related party transactions which were entered by the Company during the financial year were done on arm's length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

The policy on Materiality of Related Party Transactions as approved by the Board of Directors is uploaded on company's website.

Particulars of Employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure III.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However there were no employees who were in receipt of remuneration for which details need to be disclosed.

Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause

(c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

Risk Management Policy:

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures and the same is reviewed by the Board periodically. A Risk Management Committee has been duly constituted to formulate policy for framing, implementing and monitoring the risk management plan and to take remedial actions.

Prevention of Sexual Harassment at Workplace:

The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace. The Company has constituted Internal Complaints Committee as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and redress complaints of sexual harassment. The Committee has not received any complaints of sexual harassment during the year.

Corporate Governance Certificate:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors' adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certificate from the Auditor of the Company M/s. K.M. Garg & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgements:

Your Directors' would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.

For and on behalf of the Board of the Directors

SD/- Rajkumari Kanodia Place: Mumbai Non Executive Dated: 30th May, 2015 Chairperson & Director


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 21st Annual Report and the audited accounts for the year ended 31st March, 2014.

Financial Results:

(Rs in Lacs) Particulars Current Year Previous Year 2013-2014 2012-2013

Net Sales and Other Income 47276.74 71761.51

Net Profit before interest, (4725.17) 6533.39

Depreciation and Tax

Less: Interest 4874.03 3386.23

Depreciation 3161.11 2555.65

Profit before Tax (12760.31) 591.51

Less:Provision for Current Tax 0.00 186.38

Provisionfor Deferred Tax (3982.51) 85.70

Tax Adjustment for earlier years (1.52) (51.95)

Profit After Tax/ Profit for the Period (8776.28) 371.38

*Previous years'' figures have been regrouped wherever necessary to bring them in line with the current year''s representation of figures Performance:

During the financial year, your Company recorded Net Sales and Other Income of Rs. 47276.74 Lacs as compared to Rs. 71761.51 Lacs of previous year. The Company incurred a Net Loss of Rs. 8776.28 Lacs as compared to previous year''s Net Profit of Rs. 371.38 Lacs. The Company incurred Cash losses of Rs. 5615.17 Lacs as compared to Cash Profit of Rs. 2927.03 Lacs of previous year.

Dividend:

The Board of Director has not recommended any dividend on the Share Capital of the Company for the financial year 2013-2014 in view of losses and in compliance to approved restructuring proposal under CDR system.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

Updates on Expansion/modernisation:

During the Year under review, the company implemented Continuous Polymerisation (CP) plant which involves production of Polyester Chips (one of the key raw material for manufacturing POY). The commercial operation of CP plant started as per schedule in July, 2013. The Capacity of the plant is 153665 MTPA,

whereas existing capacity of the POY plant is 46891 MTPA. Considering both the plants put together if operates at 100% capacity utilization, the same lead to generation of surplus backward capacity of polyester chips of 106774 MTPA.

As such, during the year under review, in order to utilise the surplus backward capacity of CP plant with aim for improvement in profitability, the company has undertaken Direct Polymer Melt (DPM POY) project which will use Direct Polymer Melt produced by CP plant into POY. This will increase capacity of POY production from the current level of 46891 MTPA to 122238 MTPA (an increase of 75347 MTPA) after implementation of DPM POY project. During the implementation of this project some old/ obsolete POY Lines which were manufactured in 1975 will also be replaced/sold. The implementation started during the year under review with the support of the existing term lenders.

Corporate Debt Restructuring (CDR):

During the year under review, due to lower market demand, shortage in availability of raw material (PTA & MEG) domestically which needed for the Continuous Polymerisation plant coupled with higher cost of imported raw material leading to volatility in raw material prices, Rupee depreciation vis-a-vis USD , the company suffered losses and which forced the company to think about debt restructuring. Accordingly it took decision to undertake debt restructuring exercise under CDR mechanism that is governed by Corporate Debt Restructuring Scheme issued by Reserve Bank of India.

A Corporate Debt Restructuring Proposal ("CDR Proposal") as recommended by State Bank of India (Lead lender) and approved by other lenders who are members of CDR cell (herein after referred to as "CDR lenders") was approved by the CDR Empowered group ("CDR EG") at its meeting held on 24th March, 2014 and communicated to company vide Letter of approval dated 27th March, 2014.

The Master Restructuring Agreement ("MRA") between the Borrowers/Guarantors and CDR Lenders has been executed, by virtue of which the restructured facilities are governed by the provisions specified in the MRA. The CDR proposal includes moratorium on repayment of principal and interest of term debt, uniform interest rate with all the working capital and Term lenders (excluding TUFS Term loan), sanction of additional Working Capital proposed to be released with the implementation of DPM POY project. In terms of CDR Scheme, the promoters (on their own or together with their relatives, friends and associates) are required to bring Rs. 10.98 crore, which has already been infused. Key Features of the CDR Proposal

The financial restructuring package for your company was approved by the CDR cell and communicated to us vide their Letter of Approval dated 27th March, 2014.

The key features of the CDR package are:

1. It is to be implemented within a maximum period of 120 days from the date of approval of CDR EG i.e. 24th March, 2014.

2. The Cut-of-date is 01st August, 2013.

3. Re-schedulement of Term Loan and Short Term Loan so as to be repayable in 2 years moratorium and 8 year repayment (other than TUFS loan).

4. Interest rate on Working Capital and Term Loan @ 11% and 12.70% p.a. payable monthly respectively.

5. Additional working capital of Rs. 80.94 crore has been sanctioned.

The detailed key features of the CDR Proposal are given under Note No. 2 of Notes forming part of Notes to Accounts given in this Annual Report.

The CDR will give critical support to your company to tide over the present difficult business environment. The decision of the banks to consider and approve CDR also reflects the faith these institutions have in the long term business model of the Company. Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and no such amount of principal or interest was outstanding as on the Balance Sheet date.

Directors:

In terms of Article 99 of the Articles of Association of the Company and Sections 149, 152 and other applicable provisions, if any of Companies Act, 2013, Mrs. Rajkumari Kanodia, Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

During the year Sumit Dalmiya - Non Executive Independent Director w.e.f. 30th October, 2013 and Mr. Gourishankar Poddar - Chairman and Managing Director w.e.f. 18th March, 2014 resigned from the Board. The Board records its appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Mr. Prahlad Rai Jajodia who was appointed as an Additional Director (Non Executive Independent) w.e.f. 18th March, 2014 and Mr. Naval Babulal Kanodia who was appointed as an Additional Director (Executive Director) w.e.f. 28th March, 2014 holds office until the date of ensuing Annual General Meeting. The Company has received due notices in writing pursuant to Section 160 of Companies Act, 2013 along with a deposit of Rs. 100000 proposing their candidatures at the ensuing Annual General Meeting.

Mr. Suresh Gupta, Independent Director of the Company be re-appointment as Independent Director for a term of five years pursuant to Section 149 and 152 of the Companies Act, 2013 commencing from 30th September, 2014. The Company has received notice in writing pursuant to Section 160 of the

Companies Act, 2013 along with a deposit of Rs. 100000 proposing appointment of Mr. Suresh Gupta as Independent Director of the Company.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Memberships/Chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, is provided in the Corporate Governance Report forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern basis''.

Auditors and Auditors Report:

M/s. K.M. Garg & Co., Chartered Accountants (Registration No. 120712W), who are Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment / re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 (now read as Section 139 of Companies Act, 2013) and that they are not disqualified for such appointment/re-appointment within the meaning of Secti on 226 of the said Act (now read as Secti on 141 of Companies Act, 2013).

Auditors'' observation and Management''s response to Auditors'' observations-

The Directors refer to the Auditors'' observation in the Auditors'' Report and provide their explanation as under:

i) In respect of Note 2 of the Financial Statement regarding amount payable towards recompense:

The recompense payable is contingent on various factors including improved performance of the Company (Borrowers) and many other conditions, the outcome of which currently is materially uncertain and cannot be determine.

ii) In respect of Auditors'' observation in Financial Statements regarding certain default in repayment of dues to banks in respect of Term Loans, Letter of Credit, Working Capital Facilities, interest liabilities etc:

It is clarified that the delay arose on account of liquidity shortage, due to delay in timely realisation of certain receivables from the customers and prevailing uncertain economic conditions, negative margin which adversely impacted the sales volumes.

iii) In respect of Auditors observation in Financial Statements regarding cash losses incurred by the Company:

It is clarified that the cash losses were primarily attributable to the lower volumes due to prevailing uncertain economic conditions, lower absorption of fixed overheads, higher finance costs and lower sales volume.

Cost Auditor:

The Central Government had approved appointment of Mr. Jayant J. Paleja, Cost Accountant, Mumbai as Cost Auditor to conduct Cost Audit relating to the products manufactured by your Company for the financial year 2013-2014, the E-Form 23C for his appointment was filed on 28th June, 2013. Further the Company has also appointed him to conduct the Cost Audit for the financial year 2014-2015 as per Section 148 of Companies Act, 2013 and his remuneration has to be ratified at the ensuing Annual General Meeting.

Cost Audit Report:

Pursuant to Section 209 (1)(d), Section 233B(4) of the Companies Act, 1956 and Companies (Cost Audit Report) Rules, 2011, Cost Audit Report for the financial year ended 31st March, 2013 was submitted to the Central Government on 05th October, 2013. Particulars of Employees:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Director''s Report. There were no employees who were in receipt of remuneration for which particulars of employees have to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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, are provided herein below: (A) Conservation of Energy:

The information in regard to power and fuel consumption and cost per unit of production is furnished in the prescribed form herein below:

B) Technology Absorption:

As in the past, the Company continues its efforts to improve quality of yarns as routine activities.

C) Foreign Exchange earnings and outgo:

The particulars regarding foreign exchange earnings and outgo are given in Note No. 37 and 39 Notes forming part of the Accounts. Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors'' adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certificate from the Auditor of the Company M/s. K.M. Garg & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgement:

Your Directors'' would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.

For and on behalf of the Board of the Directors

SD/- Rajkumari Kanodia Place: Mumbai Non Executive Dated: 30th May, 2014 Chairperson & Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 20th Annual Report and the audited accounts for the year ended 31st March, 2013.

Financial Results: (Rs. in Lacs)

Partculars Current Year Previous Year 2012-2013 2011-2012

Net Sales and Other Income 71752.67 68816.84

Gross Proft before interest, 6533.39 5768.35

Depreciaton and Tax

Less: Interest 3386.23 2912.98

Depreciaton 2555.65 2395.49

Proft before Tax 591.51 459.88

Less: Provision for Current Tax 186.38 7.05

Provision for Deferred Tax 85.70 70.85

Tax Adjustment for earlier years (51.95) 0.00

Proft Afer Tax/ Proft for the Period 371.38 381.98

*Previous years'' fgures have been regrouped wherever ecessary to bring them in line with the current year''s representaton of fgures

Performance:

During the fnancial year, your Company recorded Net Sales and Other Income of Rs. 71752.67 Lacs as compared to Rs. 68816.84 Lacs of previous year. The Net Proft for the year was Rs. 371.38 Lacs as compared to previous year Rs. 381.98 Lacs. Cash proft increased to Rs. 2927.03 Lacs from Rs. 2777.47 Lacs of previous year.

Dividend:

Your Directors'' recommend dividend @ 15% on prorate basis on 15% Non Convertble Non Cumulatve Redeemable Preference Share of the Company.

However in order to strengthen the reserve of the Company, your Directors'' considers it prudent to plough back the profts and do not recommend any dividend on Equity Shares of the Company for the fnancial year 2012-2013.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, which also deals with the opportunites, challenges and the future outlook for the Company, as stpulated under Clause 49 of the Listng Agreement with the Stock Exchange of India, is presented in a separate secton forming part of the Annual Report.

Backward Integraton cum Expansion/Modernisaton:

The Company went for backward integraton to manufacture PET Chips (Textle Grade) by setng up Contnuous Polymerisaton Plant (CP). The trail run of the CP plant commenced from 28th January, 2013 and commercial producton of the CP Plant for manufacturing polyester chips has successfully commenced w.e.f. 01st July, 2013 and per day installed capacity of the plant is 421 tons.

To improve the proftability of the Company, the Company has undertaken expansion/modernisaton for POY Plant during the fnancial year 2013-2014. The cost of the project is Rs. 62.64 crores with debt component of Rs. 45.00 crores which has been ted up with the existng Banks.

Sub Division of face value of Equity Shares and reclassifcaton of Share Capital:

During the year under review, the face value of Equity Shares of the Company were sub divided from Rs. 10/- to Rs. 1/- each w.e.f. 05th March, 2013 and also further the share capital was reclassifed into Equity Shares and Preference Shares.

At present, the issued, subscribed and paid up share capital of the Company stands at Rs. 40,64,54,000/- comprising of 26,64,54,000 Equity Shares of Rs. 1/- each and 1,40,00,000 15% Non Convertble Non Cumulatve Redeemable Preference Shares of Rs. 10/- each.

Conversion of Warrants with convertble opton on preferental basis to selected persons (promoter, public and body corporate):

In the year 2010, the Company obtained consent of the members through Special Resoluton under Postal Ballot for issuing convertble warrants and alloted 1,03,90,000 convertble warrants on 03rd January, 2011 with an opton to convert them into an equal number of Equity Shares of Rs.10/- each of the Company over a period of eighteen months on preferental basis to selected persons (promoter, public and body corporate) at a price of Rs. 17/- (including premium of Rs. 7/- each) per warrant afer receiving 25% of upfront money amountng to Rs. 4,41,57,500. In the previous year, on 10th January,2012 frst tranche conversion opton was exercised by Raj Money Market Limited (Promoter Company) for conversion of 8,90,000 warrants into Equity Shares and Rs.1,13,47,500 was received in respect of the conversion. These shares are under lock-in for a period of three (3) years from the date of allotment i.e. from 10th January, 2012 to 09th January, 2015.

On 31st March, 2012 second tranche conversion opton was exercised for 54,78,500 warrants into Equity Shares and Rs.6,98,50,875 was received in respect of the conversion. Out of the said conversion 2,78,500 Equity Shares alloted to Raj Money Market Limited (Promoter Company) are under lock–in period of three (3) years from the date of allotment i.e. from 31st March, 2012 to 30th March, 2015 and 52,00,000 Equity Shares alloted to Non promoter group (public) were under lock –in period of one (1) year from the date of allotment i.e. 31st March, 2012 to 30th March, 2013.

During the year, on 30th June, 2012, third tranche conversion opton was exercised by Raj Money Market Limited (Promoter Company) for conversion of 13,32,200 warrants into Equity Shares and Rs.1,69,85,550 was received in respect of the conversion. These shares are under lock-in for a period of three (3) years from the date of allotment i.e. from 30th June, 2012 to 29th June, 2015.

Further during the period under review, the Company forfeited 26,89,300 outstanding Warrants allotted to the Promoter and Non Promoter group entities which were not converted into Equity Shares. The application amount of Rs. 1,14,29,525/- paid on these warrants have been forfeited and transferred to capital reserves.

Issue of 15% Non Convertible Non Cumulative Redeemable Preference Shares:

During the year on 25th February, 2013, the Company allotted 1,40,00,000 15% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10/- each at a premium of Rs. 20/- each to "NAKODA LIMITED" (belonging to Non Promoter category) on preferential basis as per Section 80, 81 and 81(1A) and other applicable provisions of Companies Act, 1956. Approval of members for the said issue was received in an Extra Ordinary General Meeting held on 11th February, 2013. Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and no such amount of principal or interest was outstanding as on the Balance Sheet date.

Directors:

In terms of Article 99 of the Articles of Association of the Company, Mrs. Rajkumari Kanodia, Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

During the year two Non Executive Independent Directors have resigned from the Board of Directors i.e. Mr. Jagdish Chandra Somani w.e.f. 06th November, 2012 and Mr. Vinod Kumar Jain w.e.f. 05th March, 2013. The Board records its appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Mr. Sumit Dalmiya who was appointed as an Additional Director (Non Executive Independent) w.e.f. 06th November, 2012, and Mr. Suresh Gupta who was appointed as an Additional Director (Non Executive Independent) w.e.f. 27th May, 2013 holds office until the date of ensuing Annual General Meeting. Notice proposing their candidatures at the ensuing General Meeting has been received by the Company.

Brief resume of the Directors proposed to be appointed/re- appointed, nature of their expertise in specific functional areas and names of companies in which they holds directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, is provided in the Corporate Governance Report forming part of the Annual Report. Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern basis''.

Auditors and Auditors Report:

The Members of the Company in their Extraordinary General Meeting held on 06th July, 2013 has appointed M/s. K.M. Garg & Co., Chartered Accountants (Registration No. 120712W), as Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of M/s. R. S. Agrawal & Associates, Chartered Accountants, Mumbai.

M/s. K.M. Garg & Co., Chartered Accountants (Registration No. 120712W), who are Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment / re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/re-appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors'' Report are self- explanatory and therefore does not call for any further comments except a non provision for doubtful debts amounting to Rs. 88.61 lacs where your Directors are confident that the money will be recovered, for which Company has filed legal suits and therefore no provisions at present is required to be made in the financial statements.

Cost Auditor:

The Central Government had approved appointment of Mr. Jayant J. Paleja, Cost Accountant, Mumbai as Cost Auditor to conduct Cost Audit relating to the products manufactured by your Company for the financial year 2012-2013, the E-Form 23C for their appointment was filed on 25th June, 2012. Further the Company has also appointed him to conduct the Cost Audit for the financial year 2013-2014.

Partculars of Employees:

In terms of the provisions of Secton 217 (2A) of the Companies Act, 1956, read with the Companies (Partculars of Employees) Rules, 1975 as amended, the names and other partculars of the employees are required to be set out in the Annexure to the Director''s Report. There were no employees who were in receipt of remuneraton for which partculars of employees have to be disclosed pursuant to Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975.

Energy Conservaton, Technology Absorpton and Foreign Exchange Earnings and Outgo:

The partculars relatng to energy conservaton, technology absorpton, foreign exchange earnings and outgo, as required to be disclosed under Secton 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Partculars in the Report of Board of Directors) Rules, 1988, are provided herein below:

B) Technology Absorpton:

As in the past, the Company contnues its eforts to improve quality of yarns as routne actvites.

C) Foreign Exchange earning and outgo:

The partculars regarding foreign exchange earnings and outgo are given in Note No. 37 and 40 Notes forming part of the Accounts.

Corporate Governance:

Your Company is commited to maintain the highest standards of Corporate Governance. Your Directors'' adhere to the requirements set out by the Securites and Exchange Board of India, Corporate Governance practce and have implemented all the prescribed stpulatons.

Report on Corporate Governance, as stpulated under Clause 49 of the Listng Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certfcate from the Auditor of the Company M/s. K.M. Garg & Co., Chartered Accountants confrming compliance of conditons of Corporate Governance as stpulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgement:

Your Directors'' would like to express their grateful appreciaton for assistance and co-operaton received from the Banks, Government Authorites, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciaton for the commited services of the Executves, Staf members and Workers of the Company.

For and on behalf of the Board of the Directors

SD/-

Place: Mumbai Gourishankar Poddar

Dated: 31st July, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 19th Annual Report and the audited accounts for the year ended 31st March, 2012.

Financial Results: (Rs. in Lacs)

Particulars Current Year Previous Year 2011-2012 2010-2011

Net Sales and Other Income 68816.84 43361.55

Gross Profit before interest, Depreciation and Tax 5768.35 4646.14

Less: Interest 2905.83 1911.74

Depreciation 2395.49 2051.24

Profit before Tax 467.03 683.16

Less: Provision for Current Tax 14.20 25.05

Provision for Deferred Tax 70.85 251.73

Tax Adjustment for earlier years 0.00 0.45

Profit After Tax/ Profit for the Period 381.98 405.93

*Previous years' figures have been regrouped wherever necessary to bring them in line with the current year's representation of figures

Performance:

During the financial year, your Company recorded Net Sales and Other Income of Rs. 68816.84 Lacs as compared to Rs. 43361.55 Lacs of previous year. The Net Profit for the year was Rs. 381.98 Lacs as compared to previous year Rs. 405.93 Lacs. Cash profit increased to Rs. 2777.47 Lacs from Rs. 2457.17 Lacs of previous year.

Dividend:

In order to strengthen the reserve of the Company, your Director's considers it prudent to plough back the profits and not to recommend any dividend for the financial year 2011-2012.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

Expansion Plans: C.P. Project (Backward Integration) at Surangi, Silvassa (U.T.):

With a view to enhancing its operating margin and shore up its profitability, the Company is going in for backward integration to manufacture Fibre grade/Textile Polyester chips/Polymer by setting up Continuous Polymerisation Plant (CP). The execution of the project is in the advance stage and expected to commence its commercial production as slated on or before June, 2013.

Capital:

During the year under review, the authorised share capital of the Company was increased from Rs. 30.00 crores to Rs. 50.00 crores to enable the Company to meet the future additional capital requirements.

Conversion of Warrants with convertible option on preferential basis to selected persons (promoter, public and body corporate):

In the year 2010, the Company obtained consent of the members through Special Resolution under Postal Ballot for issuing convertible warrants and allotted 1,03,90,000 convertible warrants on 03rd January, 2011 with an option to convert them into an equal number of Equity Shares of Rs. 10/- each of the Company over a period of eighteen months on preferential basis to selected persons (promoter, public and body corporate) at a price of Rs. 17/- (including premium of Rs. 7/- each) per warrant after receiving 25% of upfront money amounting to Rs. 4,41,57,500. During the year, on 10th January, 2012 first tranche conversion option was exercised by Raj Money Market Limited (Promoter Company) for conversion of 8,90,000 warrants into Equity Shares of the Company and Rs. 1,13,47,500 was received in respect of the conversion. These shares are under lock-in for a period of three (3) years from the date of allotment i.e. from 10th January, 2012 to 09th January, 2015.

Further during the year, on 31st March, 2012 second tranche conversion option was exercised for conversion of 54,78,500 warrants into Equity Shares of the Company and Rs. 6,98,50,875 was received in respect of the conversion. Out of the above 2,78,500 Equity Shares allotted to Raj Money Market Limited (Promoter Company) are under lock-in period of three (3) years from the date of allotment i.e. from 31st March, 2012 to 30th March, 2015 and 52,00,000 Equity Shares allotted to Non promoter group (public) are under lock-in period of one (1) year from the date of allotment i.e. 31st March, 2012 to 30th March, 2013.

Following exercise of the aforementioned options, there are now 40,21,500 convertible warrants that can be converted into Equity Shares of Rs. 17/- (including premium of Rs. 7/- each) at the option of the allottees upto 02nd July, 2012.

Change of Registered Office of the Company:

Your Company's registered office address has been changed from "Survey No. 177/1/3 & 177/1/4, Village-Surangi, Dist-Silvassa, Dadra & .Nagar Haveli (U.T.)-396 230" to "Survey No. 177/1/3, Village-Surangi, Dist-Silvassa, Dadra & Nagar Haveli (U.T.)-396 230"w.e.f. 20th June, 2011.

Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and no such amount of principal or interest was outstanding as on the Balance Sheet date.

Directors:

In terms of Article 99 of the Articles of Association of the Company, Mrs. Rajkumari Kanodia, Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/re-appointed, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, is provided in the Corporate Governance Report forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern basis'.

Auditors and Auditors Report:

M/s R.S. Agrawal & Associates, Chartered Accountants (Registration No. 100156W), who are Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment /re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/re- appointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors' Report are self- explanatory and therefore does not call for any further comments except a non provision for doubtful debts amounting to Rs. 88.61 lacs where your Directors are confident that the money will be recovered, for which Company has filed legal suits and therefore no provisions at present is required to be made in the financial statements.

Cost Auditor:

Your Company has appointed Mr. Jayant J. Paleja, Cost Accountant, Mumbai as Cost Auditors to conduct Cost Audit relating to the product manufactured by your Company for the Financial Year 2012-2013.

Particulars of Employees:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Director's Report. There were no employees who were in receipt of remuneration for which particulars of employees have to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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, are provided herein below:

(A) Conservation of Energy:

The information in regard to power and fuel consumption and cost per unit of production is furnished in the prescribed form herein below:

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Particulars Units Current Year Previous Year

(a)Power & Fuel Consumption:

1. Electricity Purchased - Units KWH in lacs 896.36 852.96

Total Amount Rs.In Lacs 3719.10 2719.94

Average Rate Rs.Per Unit 4.15 3.19

2.Light Diesel Oil (LDO) /Furnace Oil (FO)

Quantity Kilo Litres 205.55 322.00

Total Cost Rs.In Lacs 77.83 88.34

Average Rate Rs.Per Litre 37.87 29.97

(b)Consumption per unit of Production:

1. Electricity (KWH) Yarn 100 Kgs 125.81 128.11

2. Light Diesel Oil (Litres) Yarn 100 Kgs 0.29 0.44

B) Technology Absorption:

As in the past, the Company continues its efforts to improve quality of yarns as routine activities.

C) Foreign Exchange earning and outgo:

The particulars regarding foreign exchange earnings and outgo are given in Note No. 36 and 39, Notes forming part of the Accounts.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors' adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certificate from the Auditor of the Company M/s R. S. Agrawal & Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgement:

Your Directors' would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.

For and on behalf of the Board of the Directors

Place: Mumbai Gourishankar Poddar

Dated: 30th May, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 18th Annual Report and the audited accounts for the year ended 31st March, 2011.

Financial Results:

(Rs. in Lacs)

Particulars Current Year Previous Year

2010-2011 2009-2010

Net Sales and Other Income 43368.69 33726.78

Gross Profit before interest, Depreciation and Tax 4613.79 3581.80

Less: Interest 1879.39 1547.30

Depreciation 2051.24 1703.96

Profit before Tax 683.16 330.54

Less: Provision for Current Tax 25.05 10.14

Provision for Deferred Tax 251.73 7.96

Profit After Tax 406.38 312.44

Add: (Less) : Prior Period Items & Adjustments 0.00 0.19

Add: (Less) : b/f Balance in Profit & Loss Account 2403.49 2215.08

Add: (Less): Income Tax Adjustment for earlier years -0.45 (61.05)

Amount Available for Appropriation 2809.42 2466.66

Appropriations:

Proposed Dividend on Equity Shares 56.83 53.99

Tax on Proposed Dividend 9.22 9.18

Additional Provision for Dividend for the earlier year 2.85 0.00

Additional Provision for Tax for earlier year 0.26 0.00

Balance carried to Balance Sheet 2740.26 2403.49

2809.42 2466.66

*Previous years' figures have been regrouped wherever necessary to bring them in line with the current year's representation of figures

Performance:

During the financial year, your Company recorded Net Sales and Other Income of Rs. 43368.69 Lacs as compared to Rs. 33726.78 Lacs of previous year. The Net Profit for the year was Rs. 406.38 Lacs as compared to previous year Rs. 312.44 Lacs. Cash profit increased to Rs. 2457.62 Lacs from Rs. 2016.40 Lacs of previous year.

Dividend:

Your Directors, subject to approval of Shareholders and Bankers, have recommended a dividend of Rs. 0.30 per equity share for the financial year ended on 31st March, 2011.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

Expansion Plans:

I) Polyester Filament Yarn:

In order to generate optimum operating margin on a sustained basis, the Company, while disposing of 2 nos. of old and outdated Texturising machine, has undertaken expansion in its installed capacity for manufacturing polyester filament yarn, and also installing production facility to manufacture Twisted Yarn. The capital outlay on the project is Rs. 78.89 crore, for which Term Loans aggregating Rs. 52.00 crore and promoters contribution of Rs. 26.89 crore by way of Unsecured Loans & internal accruals, have been tied up. The project is in advanced stage of implementation and partial commercial production already commenced from March, 2011. Full commercial production from the newly created facilities is expected in 2011-2012.

ii) C.P. Project (Backward Integration) at Surangi, Silvassa (U.T.):

With a view to further enhancing its operating margin and shore up its profitability, the Company is now going in for backward integration to manufacture Fibre grade Polyester chips/Polymer by setting up Continuous Polymerization Plant (CP) of 153300 MTA capacity and to carry out modernisation of its POY plant, at a capital outlay of Rs. 188.26 crores, proposed to be part financed with Term Loans aggregating Rs.125.00 crores and balance Rs. 63.26 crores by way of promoters' contribution in the form of equity, unsecured loans and internal accruals. The project has been appraised by State Bank of India and the bank has sanctioned Term Loans of Rs. 65 crores along with Term Loan of Rs. 30 crores sanctioned by State Bank of Hyderabad to part finance this project. Other banks are expected to sanction Term Loans aggregating Rs. 30 crores shortly. The execution of the project is expected to commence shortly and is slated to commence commercial production in the last quarter of 2012- 2013.

Conversion of Warrants with convertible option on preferential basis to a Promoter Group Company:

In the year 2009, the Company had received allotment money of Rs. 19.27 Lacs in respect of allotment of 19,27,000 warrants on preferential basis to a promoter group company Raj Money Market Limited and the balance conversion option money of Rs. 7.335 Lacs was received in respect of 81,500 warrants into Equity Shares. These Shares were allotted on conversion of warrants on preferential basis on 20th March, 2009 and are under lock-in for a period of three (3) years from the date of allotment i.e. from 20th March, 2009 to 19th March, 2012.

In the previous year on 29th September, 2009, second tranche conversion option was exercised for conversion of 8,99,000 warrants into Equity Shares of the Company, and Rs. 80,91,000 was received in respect of the conversion. These Shares were allotted on conversion of warrants on preferential basis and are under lock-in for a period of three (3) years from the date of allotment i.e. from 29th September, 2009 to 28th September, 2012.

Further during the year, on 09th July, 2010, third tranche conversion option was exercised for conversion of 9,46,500 warrants into Equity Shares of the Company, and Rs. 85,18,500 was received in respect of the conversion. These Shares were allotted on conversion of warrants on preferential basis and are under lock-in for a period of three (3) years from the date of allotment i.e. from 09th July, 2010 to 08th July, 2013.

Issue of 1,03,90,000 Convertible Warrants on preferential basis to selected persons (promoter, public and body corporate):

During the year under review, the Company, after obtaining the consent of the members through Special Resolution under Postal Ballot, and after following the procedures prescribed under Section 81(1A) of the Companies Act, 1956, SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 and subject to the provisions contained in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,1997, allotted 1,03,90,000 warrants on 03rd January, 2011 with an option to convert them into an equal number of Equity Shares of Rs. 10/- each of the Company over a period of eighteen months on preferential basis to selected persons (promoter, public and body corporate) at a price of Rs. 17/- (including premium of Rs. 7/- each) per warrant.

Postal Ballot Exercise:

During the year ended on 31st March, 2011, the Company sought the approval of its members by way of Postal Ballot in respect of the following resolutions by notice dated 18th October, 2010. Mr. Bharat Pathak, Practicing Company Secretary, was appointed as the Scrutinizer for the Postal Ballot exercise. The result was declared on the 26th November, 2010.

a) Issue of 1,10,00,000 warrants with convertible option to selected persons (promoter/public/body corporate) on preferential basis pursuant to Sec. 81 and 81 (1A) of the Companies Act, 1956 & Chapter VII of SEBI (ICDR) Regulations, 2009.

b) Special Resolution for Shifting of Registered Office of the Company from Mumbai to Silvassa and consequent change in Clause II of the Memorandum of Association pursuant to Sec. 17 read with Sec.146 (2) of Companies Act, 1956.

The details of the voting pattern for Postal Ballot are given below:

Particulars Item No. 1 Item No. 2

No. of No. of. No. of No. of Postal Shares Postal Shares Ballot Ballot forms forms

a) Total Postal ballot forms received 275 8632030 275 8632030

b) Less Invalid postal ballot forms (as per Register) 13 4183 19 15851

c) Net Valid postal ballot forms 262 8627847 256 8616179

d) Postal ballot forms with assent for the Resolution 221 8591908 223 8582872

e) Postal ballot forms with dissent for the Resolution 41 35939 33 33307

Resolutions were passed with requisite majority.

Change in name of the Company:

The name of your Company has been changed from "Raj Rayon Limited" to "Raj Rayon Industries Limited" w.e.f. 18th August, 2010, pursuant to the special resolution passed by members in the 17th Annual General Meeting held on 07th August, 2010 & approval by Registrar of Corporate Affairs.

Change of Registered Office of the Company:

The registered office of your Company has been shifted from "5C- 196/197, Akshay Mittal Industrial Estate, Sakinaka, Andheri(East), Mumbai-400059" to "Survey No. 177/1/3 & 177/1/4, Village – Surangi, Dist –Silvassa, Dadra & Nagar Haveli (U.T.) – 396 230" w.e.f. 31st March, 2011, pursuant to the special resolution passed by members through postal ballot on 26th November, 2010 & confirmed & approved by Company Law Board vide its order dated 29th March, 2011.

Fixed Deposits:

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and no such amount of principle or interest was outstanding as on the Balance Sheet date.

Directors:

In terms of Article 99 of the Articles of Association of the Company, Mr. Jagdish Chandra Somani, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/reappointed, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, is provided in the Corporate Governance Report forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) 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 as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern basis'.

Auditors and Auditors Report:

M/s R.S. Agrawal & Associates, Chartered Accountants (Registration No. 100156W), who are Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment /reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self- explanatory and therefore does not call for any further comments except a non provision for doubtful debts amounting to Rs. 88.61 lacs where your directors are confident that the money will be recovered for which Company has filed legal suits and therefore no provisions at present is required to be made in the financial statements.

Particulars of Employees:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Director's Report. There were no employees who were in receipt of remuneration for which particulars of employees have to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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, are provided herein below:

(A) Conservation of Energy:

The information in regard to power and fuel consumption and cost per unit of production is furnished in the prescribed from herein below:

FORM FOR DISCLOSURE OF PARTICULARS WITH REPECT TO CONSERVATION OF ENERGY

Particulars Units Current Previous Year Year

(a) Power & Fuel Consumptions:

1. Electricity Purchased-Units KWH in lacs 852.96 746.32 Total Amount Rs. In Lacs 2719.94 2862.02 Average Rate Rs. Per Unit 3.19 3.83

2. Light Diesel Oil (LDO)/ Furnace Oil (FO) Quantity Kilo Litres 322.00 397.35

Total Cost Rs. In Lacs 88.34 92.68

Average Rate Rs. Per Litre 29.97 23.32

(b) Consumption per unit of Production:

1. Electricity (KWH) Yarn 100 Kgs 128.11 126.42

2. Light Diesel Oil (Litres) Yarn 100 Kgs 0.44 0.67

B) Technology Absorption:

As in the past, the Company continues its efforts to improve quality of yarns as routine activities.

C) Foreign Exchange earning and outgo:

The particulars regarding foreign exchange earnings and outgo are given in Schedule 22. Notes forming part of the Accounts.

Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors' adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certificate from the Auditor of the Company M/s R. S. Agrawal & Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

Acknowledgement:

Your Directors' would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors' also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of the Directors



Place: Mumbai Gourishankar Poddar Dated: 26th May, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 17th Annual Report and the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Current Previous

Year Year

2009-2010 2008-2009

Net Sales and Other Income 33799.41 32012.60

Gross Profit before interest,

Depreciation and Tax 3354.08 1640.05

Less: Interest 1319.58 1432.59

Depreciation 1703.96 1702.40

Profit before Tax 330.54 (1494.94)

Less : Provision for Current Tax 10.14 5.96

Provision for Deferred

Tax 7.96 (445.92)

Profit After Tax 312.44 (1054.98)

Add:(Less) : Prior Period Items &

Adjustments 0.19 (0.75)

Add:(Less): b/f Balance in

Profit &

Loss Account 2215.08 3355.08

Add:(Less) : Income Tax

Adjustment

for earlier years (61.05) (84.27)

Amount Available for Appropriation 2466.66 2215.08

Appropriations:

Proposed Dividend on Equity Shares 53.99 NIL

Tax on Proposed Dividend 9.2 NIL

Balance carried to Balance Sheet 2403.47 2215.08

2466.66 2215.08

PERFORMANCE

During the financial year, your Company recorded Net Sales and Other Income of Rs. 33799.41 Lacs as compared to Rs. 32012.60 Lacs of previous year. The Net Profit for the year was 312.44 Lacs as compared to previous year (Rs.1054.98) Lacs. Cash profit increased to Rs. 2016.40 Lacs from Rs 647.42 Lacs of previous year.

DIVIDEND

Your Directors, subject to approval of Bankers, Financial Institutions and Shareholders, have recommend a dividend of Re. 0.30 per equity share for the financial year ended on 31st March, 2010.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

EXPANSION PLANS

The Company has commenced the commercial production from four (4) FDY (Fully drawn Yarn) lines from 25th March, 2010.

The Companys plans to expand the installed capacity for manufacturing Polyester Texturised Yarn (PTY), Fully Drawn Yarn (FDY) and to create new capacity for manufacturing Twisted Yarn (TY), different types of coloured yarns therefrom which command good demand and sales margin in the market. This would enable the Company to enhance its profitability of operations.

The Companys expansion project envisages creation of additional manufacturing capacity as under:

PTY( 75/36 SD denier) 21,000 MTA

TY (75/36 SD denier) 3,060 MTA

FDY(150/36 SD denier) 1,886 MTA The Company has approached its bankers for sanctioning of term loans to part finance the said expansion project. The Company has sold its Land & Building of Unit no. 3 and shifted its Plant & Machinery therefrom to Unit no. 4 (Surangi) to enhance its operating efficiency.

CONVERSION OF WARRANTS WITH CONVERTIBLE OPTION ON PREFERENTIAL BASIS TO A PROMOTER GROUP COMPANY

During last year, the Company obtained consent of the members through a Special Resolution under postal ballot for Conversion of 19,27,000 Warrants with convertible option into an equal number of equity shares of Rs. 10/- each over a period of 18 months on preferential basis to a Promoter Group Company named M/s. Raj Money Market Limited and allotted 81,500 equity shares on 20th March, 2009 on exercise of their option out of 19,27,000 warrants.

During the year, M/s. Raj Money Market Limited have exercised their option to convert 8,99,000 warrants out of the aforesaid 19,27,000 warrants. The Company at the Committee of Directors meeting held on 29th September, 2009 has allotted 8,99,000 Equity Shares of Rs. 10/- each.

Following exercise of the aforementioned options, there are now 9,46,500 warrants that can be converted into Equity Shares of Rs.10/- each of the Company at the option of the allottee up to 25th August, 2010.

POSTAL BALLOT EXERCISE

During the year ended 31st March, 2010, the Company sought the approval of its members by way of Postal Ballot in respect of the following Ordinary Resolution vide Notice dated 06th November, 2009. Mr. Bharat Pathak, Practicing Company Secretary was appointed as the Scrutinizer for the aforesaid Postal Ballot exercise and the results were declared on the 15th December, 2009.

(i) Ordinary Resolution under Section 293 (1) (a) of the Companies Act, 1956 for selling the Land & Building at Unit No. 3 of the Company and shifting the plant and machinery and other operational facilities at Unit No. 3 to the Surangi Unit of the Company.

The detail of the result of the postal ballot report is as under:

No. of Valid Postal No of Shares Postal No. of shares

Postal Ballot Forms held by the Ballot Forms held by the

Ballot Forms with members who with members who

Received Assent have cast their Dissent have cast their

votes in favour votes against

363 325 74,91,379 38 7,380

Resolution was passed with requisite majority

FIXED DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and no such amount of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS

In terms of Article 99 of the Articles of Association of the Company, Mr. Vinod Kumar Jain, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be appointed/reappointed, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchange in India, is provided in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) 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 as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s R.S. Agrawal & Associates, Chartered Accountants, who are Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment /reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment/reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore does not call for any further comments except a non provision for doubtful debts amounting to Rs. 93.54 lacs where your directors are confident that money will be recovered for which Company has filed legal suits and therefore no provisions at present is required to be made in the financial statements.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. There were no employees who were in receipt of remuneration for which particulars of employees have to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 are provided herein below:

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid/ unclaimed for a period of 7 years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. There is unclaimed dividend which is due for transfer to IEPF before 28th September, 2010 which the Company will transfer as and when the date comes.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditor of the Company M/s R. S. Agrawal & Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.



For and on behalf of the Board of the Directors



Place: Mumbai GOURISHANKAR PODDAR

Dated: 28th May, 2010 Chairman & Managing Director

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