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Directors Report of Sintex Industries Ltd.

Mar 31, 2016

Dear Shareholder''s

The Directors take immense pleasure in presenting the 85th Annual Report highlighting the business and operations of the Company on a standalone basis and the accounts for the financial year ended March 31, 2016.

Financial highlights

(Rs. In crore)

Particulars 2015-16 2014-15

Gross turnover 4922.65 4,086.80

Gross profit 900.76 761.59

Less : Depreciation 183.35 144.84

Profit before tax 717.41 616.75

Less: provision for taxation - current tax 153.68 135.60

MAT credit entitlement (121.73) (112.03)

Deferred tax 136.18 136.58

Profit/(loss) after tax before prior period 549.28 456.60 items

Short/(Excess) provisions for taxation of (0.33) (0.92) earlier years

Profit after tax 549.61 457.52

Balance of profit of previous year 2,077.57 1,731.90

Profit available for appropriation 2,627.18 2,189.42

Appropriations

General reserve 46.00 46.00

Debenture redemption reserve 40.42 27.31

proposed dividend on equity shares 32.67 31.07

Tax on dividend 6.65 6.18

Impact of depreciation as per Schedule-II - 1.29

Balance carried to Balance Sheet 2,501.44 2,077.57

TOTAL 2,627.18 2,189.42

Note: Previous year figures have been regrouped/re-classified wherever required.

Financial performance

Your Company''s gross sales jumped by 20.45% from Rs.4086.80 crore in 2014-15 to Rs.4922.65 crore in 2015-16 driven by robust growth in three business segments namely prefabricated structures, custom mouldings and textiles.

EBIDTA increased by 10.23% from Rs.1011.91 crore in 2014-15 to Rs.1115.45 crore in 2015-16 and the profit for the year grew by 20.12% from Rs.457.52 crore in 2014-15 to Rs.549.61 crore in 2015-16. Consequently, the earnings per share (face value or Rs.1) stood at Rs.12.44 (basic) and Rs.12.44 (diluted) for 2015-16 against Rs.12.48 (basic) and Rs.11.64 (diluted) for 2014-15.

Your Company repaid debts worth Rs.532.41 crore. Besides, FCCBs worth US$ 24.15 million (of the US$ 140 million FCCB issue) were converted into equity which increased the Company''s net worth by Rs.132.73 crore, thus strengthening the Balance Sheet.

Dividend

Your Directors are pleased to recommend dividend of Rs.0.70 per share on equity shares having face value of Rs.1 each (Previous year Rs.0.70 per equity share on face value of Rs.1 each). The Total outgo for the current year amounts to Rs.32.67 crores, including dividend distribution tax of Rs.6.65 crores, against Rs.31.07 crores including dividend distribution tax of Rs.6.18 crores in the previous year.

The dividend will be paid subject to the approval of shareholders whose names appear on the Register of Members of the Company as on record date of 9th August, 2016 at the forthcoming Annual General Meeting.

Share capital

During the year under review, the Company has allotted in aggregate 2,01,89,527 equity shares of Rs.1 each at a premium of Rs.64.74 each per equity share on exercise of conversion by the FCCB-holders and accordingly the paid-up share capital of the Company on 31st March, 2016 increased to Rs.44,65,50,721 divided into 44,65,50,721 equity shares of Rs.1 each. There are no outstanding FCCBs for conversion into equity shares.

Fixed deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

Debentures

During the year under review, the Company has issued 5,000 - 9.41% rated, listed, secured, fully redeemable, dematerialised non-convertible debentures of the face value of Rs.10,00,000 each of the aggregate nominal value of Rs.500 crore on 8th October, 2015 for a tenure of five years on a private placement basis listed on the wholesale debt market segment of the BSE Limited.

The Company has also issued 2,000 - 9.36% rated listed, secured, fully redeemable, dematerialised non-convertible debentures of the face value of Rs.10,00,000 each of the aggregate nominal value of Rs.200 crore on 27th May, 2016 for a tenure of ten years on a private placement basis listed on the wholesale debt market segment of the BSE Limited.

Further, the Company has fully redeemed 3,500 listed, secured, fully redeemable, dematerialised non-convertible debentures of the face value of Rs.10,00,000/- each of the aggregate nominal value of Rs.350 crore.

Credit rating

Care, a reputed Rating Agency, has reaffirmed the highest credit rating of CARE AA for long-term debts, CARE AA for non-convertible debentures and CARE A1 for short-term debts.

State of Company''s affairs

Despite a sluggish global economic environment, the India strengthened its foothold on the economic revival pathway. The Central Government''s landmark initiatives like ''Swachh Bharat Abhiyan'', ''Housing for All'' and ''Deen Dayal Upadhyay Gram Jyoti Yojna'', among others are expected to catalyse demand for your Company''s products. A detailed discussion of your Company''s operations is given under the ''Management discussion and analysis report.''

A. Plastics division: The Company''s flagship business vertical contributed 81.36% to the Company topline driven by incremental sales of prefabricated structures, sandwich panels, water storage solutions and customs moulding. This business segment grew by 19.14% from Rs.3361.40 crore in 2014-15 to Rs.4004.63 crore in 2015-16.

The growing emphasis of cleanliness, increasing corporate contributions towards improving social infrastructure and the pressing need for significantly enhancing warehousing infrastructure across India catalysed the demand for prefabricated structures and sandwich panels.

Water storage solutions - a traditional product vertical gained momentum consequent to the Company''s investment in strengthening brand awareness and a new product launch which was well received by the customers.

B. Textiles division:The textile division reported a healthy performance as revenue grew by 26.55% from Rs.725.40 crore in 2014-15 to Rs.918.02 crore in 2015-16. This superior performance was the result of a robust growth in sales volumes in the domestic market - by brands and through our retail channel. The Company''s focus on superior design creation and product development increased product acceptance in ''Collection Sales'' in international markets which is expected to result in heartening volumes in the current year. In addition, the Company''s significant efforts in streamlining plant and business operations facilitated in strengthening the profitability of this division.

Performance of subsidiaries

Sintex''s presence in custom moulding in India and globally is through its subsidiaries Sintex NP SAS (Europe), Sintex Wausaukee Composites Inc. (US) and Sintex-BAPL Limited (India) (formerly Bright AutoPlast Ltd.). These companies provide highly-engineered custom moulding solutions to large global and Indian brands with a presence in diverse sectors. In addition, Sintex Infra Projects Ltd. undertakes EPC contracts for various infrastructure projects across India.

1) Sintex NP SAS:

The Company registered a consolidated turnover of 239.5 Million Euros as against 199.06 Million Euros for prior year. The main driver of this increase of 20.3% was the integration of SIMONIN group last year. Mostly all the other subsidiaries were at the expected financial performance levels and thus the financial situation of SINTEX NP, its industrial facilities, its technological differentiation would allow the Company to begin FY 2016-17 with composure.

2) Sintex Wausaukee Composites Inc.:

The combined turnover for Wausaukee Composites Inc. was $27.4 Million against $26 Million for the prior year, an increase of 5.4 %. Owosso too incurred costs due to material usage and revenues declined due to weakness in the Agricultural and mining sectors. The Company has taken the decision to sell this factory and move all its work to the Wisconsin facility in this year. Gillett had an increase of $1.1 million in total revenue for the division. The coming year will be a transformational one for SWC with decreasing costs and increased infrastructure utilisation. The Company anticipates to more than doubling its EBITDA performance in the calendar year 2016.

3) Sintex-BAPL Limited:

There has been a lot of activity under this division with the Company registering a top line growth of 19% as compared to an average growth of 8% in the auto industry. This increase in various projects led to a utilisation of 70%-84% of capacity utilization. The Company has undertaken a lot of projects in the year under review such as:

Two successful assembly lines have been established for MSIL- the S-CRoSS and the BALENo vehicle by the unit in Sohna. & Successful development of parts and supply of Creta Hyundai parts from Aug-2015.

- Oragadam Plant in Chennai successfully tried out TVSM Cylinder Cover Head where Flatness requirement was in range of 0.5 millimetres.

The present need in the automotive space is for precision and the precision part manufacturing division of the Company has entered in automotive space leading to orders from brands like TRW and BorgWarner. All these initiatives have helped the Company to expect a topline growth of above 15% in 2016-17.

4) Sintex Infra Projects Limited:

The Company did not pursue any new projects in this segment actively due to the slow take off of the government programs. Hence focus this year was on the completion of work in the Company''s kitty. There were projects in uttar pradesh, Delhi- NCR and pondicherry, out of the six projects in hand, three have been completed. Sintex plans to adopt a cautious strategy while accepting new work in this division.

Changes in subsidiaries, associates and joint ventures/wholly-owned subsidiaries:

With a view to export and trading of yarn to be manufactured at the proposed spinning unit of the Company, the Company has acquired by purchase of entire share capital of BVM overseas Limited from its promoters at par value and accordingly BVM overseas Limited has emerged as a wholly owned subsidiary of the Company.

As a part of restructuring of the new business activity in terms of Spinning project, the Company has transferred entire shareholding of Sintex Infra projects Limited to BVM overseas Limited, a wholly owned subsidiary Company and accordingly Sintex Infra projects Limited has emerged as a step down subsidiary of the Company. The Company has also acquired by purchase of entire share capital of Neev Educare private Limited to make it a wholly owned subsidiary of the Company.

pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AoC-1 is attached to the financial statements of the Company. The statement also provides the details of performance, financial position of the subsidiaries of the Company.

Corporate social responsibility initiatives

As a part of its initiatives under corporate social responsibility, the Company has undertaken projects in the areas of education, livelihood, sports, health, water and sanitation. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as ''Annexure A''.

Internal Financial control (IFC) systems and their adequacy

As per the provisions of the Companies Act, 2013, the Directors have the responsibility for ensuring that the Company has implemented robust system / framework for IFCs to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls to enable the Directors to meet with their responsibility.

The Company has in place a sound financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business,

- Safeguarding of its assets,

- The prevention and detection of frauds and errors,

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

A formal documented IFC framework has been implemented by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

Indian Accounting Standards (IND AS) - IFRS Converged Standards

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015.

In pursuance of this notification, the Company, its subsidiaries and joint venture company will adopt IND AS for the periods beginning on or after April 1, 2016 with the comparatives for the periods ending March 31, 2016.

The implementation of IND AS is a major change process for which a company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed.

Auditors and Auditors'' Report

M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W), Statutory Auditors of the Company had been appointed at the 83rd Annual General Meeting of the Company held on 1st August, 2014 till the conclusion of 88th Annual General Meeting of the Company pursuant to provision of Section 139(1) of the Companies Act, 2013. Their appointment is subject to ratification by the members at 85th Annual General Meeting of the Company.

Your Directors recommend the ratification of their appointment as Statutory Auditors of the Company for the financial year 2016-17.

As per Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they have valid certificate issued by the peer review board of the Institute of Chartered Accountancy of India.

The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditor

Pursuant to Section 148(3) of the Companies Act, 2013, M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad and M/s. V. H. Shah, Cost Accountants, Ahmedabad have been appointed as the Cost Auditors of the Company for financial year 2015-16 by the Board of Directors and their remuneration has been ratified by members at the 84th Annual General Meeting of the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M. C. Gupta & Co., Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as ''Annexure B''. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report and thus does not require any further clarifications/comments.

Directors and Key Managerial Personnel

Mr. Dinesh B. Patel, Chairman and Mr. Rahul A. Patel, Managing Director (Group) are due to retire by rotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act, 2013 and are eligible for reappointment. The Board recommends the reappointment of above Directors of the Company.

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

As stipulated under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief profiles of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice attached forming part of the Annual Report.

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices.

Insurance

The Company''s plant, property, equipments and stocks are adequately insured against major risks. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the probable liabilities arising on them, if any.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on its applicability, the Board has carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 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 systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Meetings of Board of Directors

Regular meetings of the Board are held to discuss and decide on various business strategies, policies and other issues. During the year, four meetings of the Board of Directors were convened and held on 7th May, 2015, 11th July, 2015, 15th October, 2015 and 9th January, 2016. The intervening gap between two consecutive meetings was not more than one hundred and twenty days. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

Committees of the Board of Directors

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31st March, 2016:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Share and Debenture Transfer Committee

Independent Directors'' Meeting

The Independent Directors met on 9th January, 2016, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

Consolidated financial statements

The Board reviewed the affairs of the Company''s subsidiaries during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries, which form part of this Annual Report. The consolidated Financial Statement have been prepared on the basis of audited financial statements of the Company and its subsidiaries and its associates Company, as approved by their respective Board of Directors. Further a statement containing salient features of the Financial Statements of each subsidiary in Form AOC-1 forms part of the Consolidated Financial Statements. The statement also provides the details of performance and financial position of each subsidiary.

Policies

- Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

- Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuance to the Securities and Exchange Board of India (prohibition of Insider Trading) Regulations, 2015, the Company adopted the Code of practices and procedures for Fair Disclosure of unpublished price Sensitive Information as per Regulation 8 set out in Schedule A to said regulations, in order to protect investors'' interest as approved by the Board in its meeting held on 7th May, 2015.

- Whistle Blower Policy

The Company has adopted a Whistle Blower policy through which the Company encourages its employees to bring to the attention of Senior Management, including Audit Committee, any unethical behaviour and improper practices and wrongful conduct taking place in the Company. The details of the same is explained in the Corporate Governance Report and also posted on the website of the Company at the link http://sintex.in/investor/Whistle_blower_ policy.pdf.

- Code of Conduct to Regulate, Monitor and Report Trading by Insiders

In pursuance to the Securities and Exchange Board of India (prohibition of Insider Trading) Regulations, 2015, the Company adopted the Code of Conduct to regulate, monitor and report trading by the employees, insiders and connected person(s), in order to protect investors'' interest as approved by the Board in its meeting held on 7th May, 2015.

In pursuance to the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company adopted policy on Determination of Materiality of Events, policy on preservation of Documents, Website Content Archival policy and Risk management policy in its meeting held on 15th october, 2015. The details of the said policies are forming part of the Corporate Governance Report.

Particulars of loans given, investments made, guarantees given and securities provided Particulars of loans given, investments made, guarantees given and securities provided under section 186 of the Companies Act, 2013 are provided in the standalone financial statement (please refer to Note 12, 13, 15, 28.1(a) and 28.7 to the standalone financial statement), which are proposed to be utilized for the general business purpose of the recipient.

Contracts and arrangements with related parties

All Related party transactions that were entered into during the financial year under review were in ordinary course of business and were on arm''s length basis. There are no materially significant related party transactions made by the Company which may have potential conflict of interest.

Further, there were no material related party transactions which are not in ordinary course of business and are not on arm''s length basis and hence there are no information required to be provided under Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in form AoC-2 and under Section 188(2) of the Companies Act, 2013.

Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. The Company comply with all the Standards, Guidelines and principles governing disclosures and obligations set out by the Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporate governance.

A separate Report on Corporate Governance along with practising Company Secretary''s Certificate on compliance with the conditions of Corporate Governance as per Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is provided as a part of this Annual Report, besides the Management discussion and analysis report.

Your Company has made all information, required by investors, available on the Company''s website www.sintex.in

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

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

Extract of the annual return

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as ''Annexure D''.

Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as ''Annexure E''. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 85th Annual General Meeting and up to the date of Annual General Meeting during business hours on working days.

Employee stock option scheme

The Compensation Committee of the Board of Directors of the Company at its meeting held on 28th September, 2015, has decided to wind up the Sintex Industries Limited Employee Stock Option Scheme, 2006 to comply with applicable provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. Accordingly, the trustees of the said Sintex Employee Welfare Trust have divested the entire shareholding lying with the Trust and surplus has been dealt in accordance with the applicable provisions.

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

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment. The Board of Directors have approved the risk management policy of the Company. There are no risks which in the opinion of the Board threaten the existence of the Company.

AUDIT COMMITTEE

The Committee consists of Members viz. Mr. Ashwin Lalbhai Shah (Chairman), Dr. Rajesh B. Parikh, Mr. Amit D. Patel and Mrs. Indira J. Parikh. There are no instances, where recommendations of Audit Committee are not accepted by the Board of Directors.

GENERAL

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

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

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record the excellent support, assistance and guidance provided by the financial institutions, banks, customers, suppliers and other business associates. We would like to thank our Company''s employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

On behalf of the Board,

Date: June 07, 2016 Dinesh B Patel

Place: Ahmedabad Chairman

(DIN: 00171089)


Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting their 84 th Annual Report on the business and operations of the Company on standalone basis and the accounts for the financial year ended March 31, 2015.

Financial highlights (Rs. in Crore)

Particulars 2014-15 2013-14

Gross turnover 4,088.10 3,314.47

Gross profit 761.59 576.33

Less : Depreciation 144.84 138.33

Profit before tax 616.75 438.00

Less: Provision for 135.60 93.07 taxation — Current tax

MAT credit entitlement (112.03) (35.36)

Deferred tax 136.58 40.40

Profit/(loss) after 456.60 339.89 tax before prior period items

Short/(Excess) provisions for taxation (0.92) 4.83 of earlier years

Profit after tax 457.52 335.06

Balance of profit of previous year 1,731.90 1,490.75

Profit available for appropriation 2,189.42 1,825.81

Appropriations

General reserve 46.00 35.00

Debenture redemption reserve 27.31 33.27

Proposed dividend on Equity Shares 31.07 21.92

Tax on dividend 6.18 3.72

Impact of depreciation as per 1.29 - Schedule-II

Balance carried to Balance Sheet 2,077.57 1,731.90

TOTAL 2,189.42 1,825.81

Note: Previous year figures have been regrouped/re-classified wherever required.

Financial performance

Your Company''s performance reflects the strong improvement in India''s corporate sentiments fuelled by the progressive policies of the newly-instated Central Government.

Your Company''s gross sales jumped by 23.34% from Rs.3,314.47 crore in 2013-14 to Rs.4,088.10 crore in 2014-15 driven by robust growth in three business segments namely prefabricated structures, custom moulding and textiles.

EBIDTA increased by 21.95% from Rs.829.77 crore in 2013-14 to Rs.1,011.91 crore in 2014-15 and the profit for the year grew by 36.55% from Rs.335.06 crore in 2013-14 to Rs.457.52 crore in 2014-15. Consequently, the earnings per share (face value of Rs.1) stood at Rs.12.48 (basic) and Rs.11.64 (diluted) for 2014-15 against Rs.10.77 (basic) and Rs.10.77 (diluted) for 2013-14.

Your Company repaid Rs.112.04 crore in debts. Besides, US$ 115.85 million of the US$ 140 million FCCBs were converted into equity which increased the Company''s net worth byRs.636.70 crore - strengthening the Balance Sheet.

Dividend

Your Directors are pleased to recommend dividend of Rs.0.70 per share on Equity Shares having face value of Rs.1 each (Previous year Rs.0.70 per Equity Share on face value of Rs.1 each) and any further equity shares that may be allotted by the Company upon conversion of FCCBs prior to book closure date for 2014-15.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Share capital

During the year under review, the Company has allotted 1,64,00,000 Equity Shares of Rs.1 each on conversion of warrants at a premium of Rs.68.01 per Equity Share. The Company has also allotted in aggregate 9,68,51,214 Equity Shares of Rs.1 each at a premium ofRs.64.74 each per Equity Share on exercise of conversion by the FCCB-holders and accordingly the paid up share capital of the Company on March 31, 2015 increased to ''42,63,61,194 - 42,63,61,194 Equity Shares ofRs.1 each and to Rs.44,59,23,717-44,59,23,717 Equity Shares of Rs.1 each as on 10th July, 2015.

Debentures

During the year under review, with a view to meet the Company''s requirements of funds for ongoing capital expenditure, Long-term working capital and general corporate purposes, the Company has issued debentures in two tranches as mentioned below:

2,250 and 2,750 -10.70% rated, listed, secured, fully redeemable, dematerialised Non-Convertible Debentures (''NCDs'') of the face value of Rs.10,00,000 each of the aggregate nominal value of Rs.225,00,00,000 and Rs.275,00,00,000 on 11th June, 2014 and 30th September, 2014 respectively for a tenor of seven years.

Credit rating

The Company''s financial discipline and prudence is reflected in the strong credit ascribed by rating agencies as given below:

Instrument Rating Agency Rating Remarks

Revised from Long-term care AA CARE AA debt (Double A)

Non- Revised from convertible CARE AA CARE AA debentures (Double A)

Short-term CARE A1 Reaffirmed debt

State of Company''s affairs

Bouyed by the economic reform agenda announced by the dynamic Central Government, business confidence in India touched a three year high reflected in a Business Confidence Index of 55 in 2014-15. Moreover, the Government''s emphasis on cleanliness has emerged as an important business driver for your Company. In keeping with this optimism, your Company''s key verticals performed exceedingly well. A detailed discussion of your Company''s operations for the year under review is given under the ''Management discussion and analysis report'' pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to this Report and forms part of this Annual Report.

A. Plastics division: The plastic division is the flagship division of your Company contributing 82.26% to its topline. This business segment grew by 21.46% from Rs.2,768.61 crore in 2013-14 to Rs.3,362.70 crore in 2014-15.

Business growth was driven primarily by two product segments namely prefabricated structures and custom moulding; other product segments registered healthy growth in business volumes.

Demand for prefabricated structures was driven by the Government''s Swaach Bharat initiative. Besides, the positive business and consumer sentiment improved the performance of the automobile sector (four-wheelers and two-wheelers) leading to robust growth for the custom moulding business.

The Company strategically consolidated its operations in the monolithic construction space by cherry-picking only those projects which provided healthy margins and revenue visibility.

B. Textiles division: The textile business registered healthy growth driven by volume increase and value enhancement. The commissioning of the additional capacity in 2013-14 provided significant leg room for increasing sale volumes while the focus on design creation and product development increased ''Collection Sales'' in international markets and grew volumes with key Indian textile players.

Corporate Social Responsibility initiatives

As part of its initiatives under corporate social responsibility, the Company has undertaken projects in the areas of livelihood, health and sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure A.

Internal control systems and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal audit function is defined in the internal audit charter. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee of the Board.

The internal audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Performance of subsidiaries

Sintex''s presence in custom moulding in India and globally is through its subsidiaries Sintex NP SAS (Europe), Sintex Wausaukee Composites Inc. (the US) and Bright AutoPlast Ltd. (India). These companies provide highly-engineered custom moulding solutions to large global and Indian brands that have a presence in diverse sectors. In addition, Sintex Infra Projects Ltd. undertakes EPC contracts for various infrastructure projects across India.

1) Sintex NP SAS: The Company registered an all-round performance as its topline grew by 22.11% over the previous year while the bottomline increased by 14.75% over the same period. The integration of the new subsidiaries Poschman (German and Polish) progressed on schedule with the implementation of good practice of the SINTEX NP group - resulting in improved capacity utilisation and profitability.

In 2014, Sintex NP SAS acquired Groupe Simonin a French Company for 18 million euros. This Company has unique capabilities of moulding over metals (not part of the Sintex portfolio) and caters to the requirement of Fortune 500 companies from the electrical, automotive and appliance sector.

2) Sintex Wausaukee Composites Inc.: The Company continued to thrive and expand its business during the fiscal gone by. The extraordinary measures the management undertook in 2013 delivered palpable results -- with improvements in EBITDA, throughput, sales and profitability.

The Company''s success stems from the growth in sales and significant improvements in operational performance with the implementation of six sigma techniques. The sales team was successful in gaining business from new OEMs, organically growing sales within established OEM accounts as well as regaining lost business for the special projects vehicle. The operations teams made significant progress strides in improving product flow and throughput within the production facilities.

3) Bright AutoPlast Ltd.: Leveraging the improved performance of the automotive sector, the Company registered a strong topline and bottomline growth of 15.84% and 110.22% respectively over the previous year. The Company''s roto- moulding facility at Pithampur commenced operations which strengthened business volumes. In addition, the Company made heartening progress in securing approvals from large and respected global and Indian brands for new products - laying the foundation for robust growth.

The Company''s unique LRTM facility set up with technology and assistance with Sintex Wausaukee has commenced operations. This first-of-its-kind facility in India is expected to generate sizeable business volumes for the Company as its custom moulded composite parts receive the approval from leading players in the mass transit and off-road vehicle spaces.

4) Sintex Infra Projects Ltd.: Having completed the projects in its pipeline, the Company is currently focused on executing an EPC contract worth Rs.1,300 crore from Shirpur Power Pvt. Limited. The project has progressed as per schedule and the Company has consistently received funds as per schedule.

Changes in subsidiaries, associates and joint ventures/ wholly-owned subsidiaries:

The wholly-owned subsidiary of the Company viz. Sintex NP SAS, France acquired Groupe Simonin France in July, 2014 and accordingly the said Company has emerged as a step down subsidiary of the Company.

There was no other change in the status of subsidiaries, associates and joint ventures/ wholly-owned subsidiaries.

Auditors and Auditors'' Report

M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W), Statutory Auditors of the Company had been appointed at the 83rd Annual General Meeting of the Company held on 1st August, 2014 till the conclusion of 88th Annual General Meeting of the Company pursuant to provision of Section 139(1) of the Companies Act, 2013. Their appointment is subject to ratification by the members at 84 th Annual General Meeting of the Company.

Your Directors recommend the ratification of their appointment as Statutory Auditors of the Company for the financial year 2015-16.

As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they have valid certificate issued by the peer review board of the Institute of Chartered Accountancy of India.

The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Cost Auditor

The Company has filed the consolidated Cost Audit Report for the year ended March 31, 2014 on September 29, 2014 within the time limit as prescribed by the Ministry of Corporate Affairs. The Company has also filed the Cost Compliance Report on September 29, 2014 within the time limit as prescribed by the Ministry of Corporate Affairs.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs M. C. Gupta & Co., a firm of Company secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure B''.

Directors

Mr. Amit D. Patel, Managing Director (Group) and Mr. Arun P Patel, Vice Chairman are due to retire by rotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act, 2013 and are eligible for reappointment. The Board recommends the reappointment of above Directors of the Company.

At the AGM of the Company held on August 1, 2014, the Members had appointed the existing Independent Directors viz. Mr. Ramnikbhai H Ambani, Smt. Indira J Parikh, Dr. Rajesh B Parikh, Dr. Luvkumar Kantilal Shah, Dr. Narendra K Bansal and Shri Ashwin Lalbhai Shah as Independent Directors under the Act, each for a term of three years upto the conclusion of 86th Annual General Meeting of the Company in the calendar year 2017.

The Board of Directors of the Company at its meeting held on 7 th May, 2015, subject to approval of members at the ensuing Annual General Meeting, reappointed Mr. S. B. Dangayach as Managing Director for a period of two years from June 7, 2015.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief profiles of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice attached forming part of the Annual Report.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://sintex. in/investor/SIL_familiarisation_programe_for_independent_ directors.pdf.

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.

Key managerial personnel

Pursuant to Section 203 of the Companies Act, 2013, Mr. Amit D. Patel & Mr. Rahul A. Patel, Managing Directors (Group), Mr. S. B. Dangayach, Managing Director, Mr. Prashant D. Shah, Head - Accounts & Audit and CFO and Mr. Hitesh T. Mehta, Company Secretary were appointed as key managerial personnel with effect from 5th August, 2014.

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, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 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 systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Number of meetings of the Board of Directors and Audit Committee

A calendar of meetings is prepared and circulated in advance to the Directors.

During the year, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Consolidated financial statements

The consolidated financial statements have been prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

Whistleblower policy

The Company has established a whistleblower policy for the Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report and also posted on the website of the Company at the link http://sintex.in/investor/Whistle_blower_policy.pdf .

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 13, 14, 16, 29.1(a) and 29.7 to the standalone financial statement).

Contracts and arrangements with related parties

Related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. Further, there are no material related party transactions during the year under review with the Directors or key managerial personnel. All related party transactions are placed before the Audit Committee as well as the Board for approval.

The policy on related party transactions as approved by the Board is uploaded on the Company''s website at the link http://sintex.in/ investor/Related_party_transaction_policy.pdf.

Corporate Governance

Sintex continues to be committed to good Corporate Governance aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.

A separate Report on Corporate Governance along with Practising Company Secretary''s Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management discussion and analysis report.

Your Company has made all information, required by investors, available on the Company''s website www.sintex.in

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

A statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed herewith as Annexure C''.

Extract of the annual return

The details forming part of the extract of the annual return in form MGT 9 is annexed herewith as Annexure D''.

Employees stock option scheme

The shareholders of the Company had approved of its Employee Stock Option Plan (Sintex Industries Limited - Employee Stock Option Scheme, 2006) in February 2006.. These ESOPS are administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. Pursuant to the Provisions of the Securities and Exchange Board of India (Share-based employee benefits) Regulations, 2014, the said scheme shall be aligned with the said regulations within the prescribed time. The details of the scheme are set out in Annexure E of this Report.

Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure F''. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 84 th Annual General Meeting and upto the date of Annual General Meeting during business hours on working days.

General

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

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

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

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

5. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record the excellent support, assistance and guidance provided by the financial institutions, banks, customers, suppliers and other business associates. We would like to thank our Company''s employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

On behalf of the Board,

Date : July 11, 2015 Dinesh B Patel Place: Ahmedabad Chairman


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 83rd Annual Report together with the audited accounts of your Company for the financial year ended 31st March 2014.

Financial highlights

The financial performance of the Company for the financial year ended on 31st March, 2014 is summarised below:

(Rs. in Crore) Particulars 2013-14 2012-13

Gross turnover 3314.47 3,064.85

Gross Profit 576.33 435.63

Less : Depreciation 138.33 123.18

Profit before tax 438.00 312.45

Less: Provision for taxation — Current 93.07 62.68 tax

MAT Credit Entitlement (35.36) (62.10)

Deferred tax 40.40 41.62

Profit/(loss) after tax before prior 339.89 270.25 period items

Add/(Less): Short provisions for (4.83) (1.06) taxation of earlier years

Profit after tax 335.06 269.19

Balance of Profit of previous year 1490.75 1,307.81

Profit available for appropriation 1825.81 1,577.00

Appropriations

General reserve 35.00 27.50

Debenture redemption reserve 33.27 33.27

Proposed dividend on equity shares 21.92 21.92

Tax on dividend 3.72 3.56

Balance carried to balance sheet 1731.90 1,490.75

TOTAL 1825.81 1,577.00

Note: Previous year figures have been regrouped/re-classified wherever required

Financial performance :

Your Company''s performance was commendable despite the prevailing policy logjam and the Government''s inability to clear important growth inducing policies which put economic progress on the backburner.

Your Company''s posted a gross turnover of Rs.3314.47 Crores in 2013-14 – a growth of 8.14% over Rs.3064.85 crores in 2012-13. The growth was primarily due to the robust performance of the prefab business supported by good business volumes from other business verticals.

The Company''s flagship business segment – monolithic construction reported a subdued performance due to the prevailing external factors that impacted business profitability – namely delays in site clearances and a stretched receivables cycle.

EBIDTA grew to Rs.829.77 crores against Rs.670.47 crore in the previous year, while Net Profit climbed to Rs.335.06 crore against Rs.269.19 crore over the same period. The earning per share stood at Rs.10.77 (basic) and Rs.10.77 (diluted) in 2013-14.

Cash plough back into the business was Rs.592.39 crore in 2013- 14 as against Rs.525.98 crore in 2012-13 – providing an adequate cushion for funding growth initiatives.

Dividend

Your Directors are pleased to recommend dividend of Rs.0.70 per share on face value of Rs.1/ each, on 31,31,09,980 Equity shares fully paid up as on March 31, 2014 (Previous Year Rs.0.70 per share on face value of Rs.1/ each, on 31,31,09,980 Equity shares) and any further equity shares that may be allotted by the Company upon conversion of FCCBs and Warrants prior to book closure date for 2013-14.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Business review and divisional performance:

Despite the external environment being plagued with high interest costs, stubborn inflation and a policy logjam, your Company''s performance was heartening. Most key business verticals, other than monolithic construction, registered improved numbers. A detailed discussion of your Company''s operations is given under the ''Management discussion and analysis report.''

A. Plastics division: The Company''s plastics business performed well. Revenue grew 6.77% from Rs.2593.14 crore in 2012- 13 to Rs.2768.61 crore in 2013-14 despite the planned de growth in the monolithic construction space. The plastics business contributed 90.87% of the Company''s consolidated revenues.

The prefab business retained its star performer position with large business volumes from Maharashtra (for sprucing up education facilities), Gujarat (for strengthening infrastructure in tribal areas) and heartening volumes from other states.

Other businesses namely water storage tanks, sandwich panels and sub-ground structures logged in strong business volumes to make a meaningful contribution to the business segment growth.

The SMC business remained the key growth contributor as the Company extended its footprint into new states generating heartening volumes. Pallets and insulated boxes also made important contribution to the division''s growth.

B. Textiles division: Your Company''s textile business recorded a strong rebound in 2013-14 supported by strong business volumes. Revenue grew 15.72% from Rs.471.71 crore in 2012- 13 to Rs.545.86 crore in 2013-14. This was achieved primarily due to the shift in focus from international markets to domestic customers which strengthened business volumes. Besides, the Company''s innovation efforts in rejuvenating its products baskets, optimising costs and widen its reach in domestic markets also contributed rich dividends.

Subsidiaries

The Company''s subsidiaries Nief Plastics SAS, Sintex Wausaukee Composites Inc., Bright AutoPlast Ltd and Sintex Infra Projects Ltd and provide infrastructure and highly-engineered custom moulding solutions. These companies work closely with each other to generate more business and enhance Profitability of the parent company. On Account of disinvestment, of entire holding, Zep Infratech Limited has ceased to be a subsidiary of the Company.

Performance of subsidiaries

1) Nief Plastics SAS: The figures of the financial year closed to March 31st , 2014 represent a growth as well as an excellent resistance to the difficult economic and business environment that prevailed across Europe. The integration of the new subsidiaries during 2012 (German and Polish) progressed on schedule with the implementation of good practice of the SINTEX NP group. This allowed us to be close to local markets and enrich the customer basis with prestigious German references. The year 2014 should go further in consolidating these gains and ensure the further development of SINTEX NP.

2) Sintex Wausaukee Composites Inc.: During the year, Sintex Wausaukee undertook extraordinary action that facilitated the Company''s return to Profitability. In addition, the team implemented several initiatives to expand its capabilities which would drive growth in 2014 and beyond. Some of them include:

- Added an ERP system to improve our cost accounting and reporting

- Restructured our organization to allow our sales and marketing teams to drive growth in our new Business Units

- Securing organic growth with our core OEMs including the awarding of Phase III at New Flyer and reorganizing our plants to meet the increased demand for components.

- Seek opportunities to expand our capabilities with strategic acquisitions in thermoforming and RIM.

- Continue to drive the growth of our Special Projects Vehicle with the installation of the Pune LRTM cell and growth opportunities with Cummins Power Generation.

We are confident that these initiatives will strengthen the Company contribution to the consolidated revenue and Profitability.

3) Bright AutoPlast Ltd.: Due to de-growth in the automotive segment the key customer for Bright Auto resulted in a subdued performance for the Company thus revenue declined by 2.8% - its first decline in absolute numbers since its takeover, However, due to various cost reduction measures, Company has improved its EBIDTA by 10.8%. Also the Company made heartening progress in securing approvals from large and respected global and Indian brands for new products which will lay the foundation for a robust growth in the coming years. These approvals include:

- Eicher-Polaris: Tailgate outer, Hood Cover, Front & Rear Fender, Fire Wall, Fuel Tank etc.

- Volvo Eicher: Fuel tanks, degassing tanks, Cabin ducts, Air- intake system ducts and wheel guards

- Volvo: DEF Tank (Urea) to serve domestic and export demand for ducts and wheel guards

- Borg-Warner: engine management components

- TRW: PAB Cover LH and RH.

- Hydec: degassing tanks.

The Company has set-up a Roto-moulding facility inside its Pithampur factory which is expected to commence operation in the second quarter of 2014-15. In addition, the Company is setting up a new composite manufacturing facility with LRTM (Light Resin Transfer Moulding) at its Pune unit. This technology has been acquired from Sintex Wausaukee Composites Inc USA and will be used for manufacturing large- sized exterior and interior parts of (more than 2 Sq Meter) with painting for automotive, construction equipment, mass transit and medical equipment OEMs.

4) Sintex Infra Projects Ltd.: The Company leverages its rich track record of executing civil and mechanical construction to execute infrastructure projects. It is working on some important projects namely 1) executing an EPC Contract worth Rs.1300 crore for Shirpur Power 2) creating check posts projects in Madhya Pradesh and 3) creating pollution management infrastructure in Uttar Pradesh and 4) a low- cost housing project in Rajasthan. These projects have progressed as per agreed schedules and the Company has consistently received funds as per the scheduled milestones.

During the year under review, the company successfully bagged a major EPC contract worth Rs.1406.51 Crores for setting up the Spinning Project in the state of Gujarat.

Employee stock option scheme

The shareholders of the Company had approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. These ESOPS are administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure I of this Report.

The Members of the Company in the Annual General meeting held on September 17, 2012 have approved the extension of exercise period from two years to four years of Sintex Industries Limited Employees Stock Option scheme 2006.

Fixed deposits

Your Company did not foat any deposit scheme to which provisions of Section 58A of the Companies Act, 1956 and the Rules made there under are applicable.

Listing of shares and securities

The names and addresses of the stock exchanges where the Company''s securities are listed are given below:

- The National Stock Exchange of India Ltd, Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051

- BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

- Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 – 00 SGX Centre 1, Singapore-068804. (FCCB''S US$ 140 million)

- BSE Limited (Wholesale Debt Market), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 (NCD Rs.250 crores and NCD Rs.350 crores)

The equity shares of the Company have been delisted from Ahmedabad Stock Exchange Limited w.e.f. 26th August, 2013 and the Company paid Listing Fees to all the above Stock Exchanges for FY 2014-15.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

Corporate Governance

Sintex continues to be committed to good Corporate Governance aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.

A separate Report on Corporate Governance along with Practising Company Secretary''s Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

Your Company has made all information, required by investors, available on the Company''s website www.sintex.in

Directors

Mr. Rahul A. Patel, Managing Director (Group) and Mr. S. B. Dangayach, the Managing Director of the Company are due to retire by rotation at this Annual General Meeting in terms of section 152(6) of the Companies Act, 2013 and are eligible for reappointment. The Board recommends the reappointment of above Directors of the Company.

The independent directors of the Company were appointed as such being liable to retire by rotation under the erstwhile Companies Act, 1956. However, Explanation to Section 152(6) (e) of the Companies Act, 2013 provides that for the purpose of this sub section "total number of directors" shall not include independent directors , whether appointed under this Act or any other law for the time being in force, on the Board of a company. Accordingly, none of the Independent director shall be liable to retire by rotation under the new term.

The company at present has six independent directors and in terms of clarification issued by Ministry of Corporate affairs vide Circular No. 14/2014 Dated 9th June, 2014 and provisions of Section 149(5) of the Companies Act, 2013, all the independent directors as on commencement of new act have to be appointed under the provisions within a period of one year. Mr. Ramnikbhai H Ambani, Smt. Indira J Parikh and Dr. Rajesh B Parikh are due for retirement in 2014 and other independent directors Dr. Luvkumar Kantilal Shah, Dr. Narendra K Bansal and Shri Ashwin Lalbhai Shah are due to retire in 2015, 2015 and 2016, respectively. However, in view of the aforesaid circular, the above three Independent directors would be deemed to have demitted their office at the ensuing Annual general Meeting and would be appointed for the first term as Independent Director for a term of three years i.e. up to the 86th Annual General Meeting in the year 2017. The Company has received declaration in terms of Section 149(6) of the Companies Act, 2013. The Company has received specific notices from the members of the Company under section 160 of the Companies Act, 2013, along with a requisite security deposit in each case for appointments as Independent Directors for a term of 3 (three) years.

The Board recommends the appointment of above as Independent Directors of the Company.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief profile of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice attached 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:

1. In the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and there have been no material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

3. 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 frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a ''going concern'' basis.

Consolidated financial statements

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Subsidiaries

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

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

A statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure II forming part of this Report.

Particulars of employees

The information required as amended under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure III. However, as permitted by Section 219(I) (b) (IV) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding the said Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the registered office of the Company.

Insurance

All the Properties of your Company, including plant and machinery, buildings, equipments, and stocks among others have been adequately insured.

Auditors and Auditors Report

M/s Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, are associated with the Company, since long as Statutory Auditors. The Company is in receipt of a Special Notice u/s 140 (4) read with section 115 of the Companies Act, 2013 proposing M/s Shah & Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W) as Statutory Auditors in place of M/s Deloitte Haskins & Sells, Chartered Accountants, the retiring Auditor of the Company. Although not statutorily required under the provisions of the Companies Act, 2013, but as part of pro-active governance and considering the Auditor''s rotation, the Board of Directors on the recommendation of the Audit Committee has decided to support the said Special Notice. M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W) have furnish a letter dated 27th June, 2014 to the effect that the appointment, if made, would be within the prescribed limits under the Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for appointment.

The Board places on record its appreciation for services rendered by M/s Deloitte Haskins & Sells, as Statutory Auditors'' of the Company.

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

Cost Auditor

The Central Government has approved the appointment of M/s. Kiran J Mehta & Co, Cost Accountants, Ahmedabad (Membership No. 00025) and Mr. V. H. Shah, Cost Accountants, Ahmedabad (Registration No. 100257) for conducting Cost Audit for the Financial Year 2013-14 for the Textile and Plastic Businesses of the Company respectively.

The Company has fled the consolidated Cost Audit Report for the year ended March 31, 2013 on September 27, 2013 within the time limit as prescribed by the Ministry of Corporate Affairs. The Company has also filled the cost compliance report on September 27, 2013 within the time limit as prescribed by the Ministry of Corporate Affairs.

Acknowledgements

Your Directors wish to place on record the excellent support, assistance and guidance provided by the financial institutions, banks, customers, suppliers and other business associates. Thanks to our Company''s employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

On behalf of the Board,

Date: July 4, 2014 Dinesh B Patel

Place: Ahmedabad Chairman


Mar 31, 2013

Dear Shareholder''s

The take pleasure in presenting 82nd Annual Report of the Company, together with Audited Annual Accounts for the year ended on March 31, 2013.

Financial highlights:

The financial performance of the Company for the financial year endec on March 31, 2013 is summarised below:

(Rs. in crore)

2012-13 2011-12

Gross turnover 3,059.77 2,629.65

Gross profit 435.63 421.54

Less : Depreciation 123.18 98.05

Profit before tax 312.45 323.49

Less: Provision for taxation — Current tax 62.68 64.63

MAT Credit Entitlement (62.10) (15.05)

Deferred tax 41.62 36.58

Profit/(loss) after tax before prior period items 270.25 237.33

Add/(Less): Short provisions for taxation of earlier years (1.06) (7.63)

Profit after tax 269.19 229.70

Balance of profit of previous year 1,307.81 1,157.00

Profit available for appropriation 1,577.00 1,386.70

Appropriations

General reserve 27.50 25.00

Debenture redemption reserve 33.27 33.27

Proposed dividend on equity shares 21.92 17.74

Tax on dividend 3.56 2.88

Balance carried to balance sheet 1,490.75 1,307.81

Total 1,577.00 1,386.70

Financial performance:

Your Company''s performance was commendable despite the Government''s preoccupation in managing multiple politico-economic issues which put economic progress on the backburner.

Your Company''s posted a gross turnover of Rs. 3059.77 crores in 2012-13 - a growth of 16.36% over Rs. 2629.65 crores in 2011-12. The growth was primarily due to the robust performance of the prefab business supported by growth in the domestic custom moulding.

The Company''s flagship business segment - monolithic construction reported a subdued performance. This was primarily due to the management''s timely decision to optimise the Company''s exposure in monolithic construction business due to a stretched receivables cycle from some projects which adversely impacted project profitability and business liquidity.

EBIDTA grew to Rs. 644.07 crores against Rs. 578.67 crore in the previous year, while Net Profit climbed to Rs. 269.19 crore against Rs. 229.70 crore over the same period. The earning per share stood at Rs. 9.46 (basic) and Rs. 9.44 (diluted) in 2012-13.

Cash plough back into the business was Rs. 525.98 crore in 2012-13 as against Rs. 468.18 crore in 2011-12 - providing an adequate cushion for funding growth initiatives.

Dividend:

Your Directors are pleased to recommend dividend of Rs. 0.70 per share (Previous Year Rs. 0.65 per share). The total quantum of dividend, if approved by the members, will be Rs. 25.48 crores including dividend tax.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Business review and divisional performance:

Despite the external environment being plagued with high interest costs, stubborn inflation and a policy logjam, your Company''s performance was heartening. Most of the key business vertical, other than monolithic construction, registered improved numbers. A detailed discussion of your Company''s operations is given under the ''Management discussion and analysis report.''

A. Plastics division:

The Company''s plastics business performed well. Revenue grew 19.727= from Rs. 2,161.83 crore in 2011-12 to Rs. 2,588.06 crore in 2012-13 despite a strategic decision to curtail the Company''s business exposure in the monolithic construction space. The plastics business contributed 90.93% of the Company''s consolidated revenues.

The building products division registered a subdued performance primarily due to the curtailed business exposure to monolithic construction. In this division, the prefab business was the star performer in 2012-13 clocking large business volumes from Maharashtra and Madhya Pradesh by sprucing up the educational and sanitation-related infrastructure of the states. The healthy growth largely cushioned the fall in revenue from the monolithic business. This was a result of a strategic management decision to curtail the Company''s business exposure in the monolithic construction space, to sustain business profitability and liquidity despite external adversities beyond the control of the Company.

Other businesses namely water storage tanks, sandwich panels and sub-ground structures registered considerable growth.

The custom moulding division performed satisfactorily during the year under review. The SMC business remained the key growth contributor as the Company extended its footprint into new states generating heartening volumes.

B. Textiles division:

Despite a depressed global textile sector, your Company''s textile business managed to end the year with a turnover of Rs. 471.71 in 2012- 13 against Rs. 467.82 in 2011-12. This was achieved primarily due to the shift in focus from the international markets to the domestic customers. Besides, the Company undertook a number of initiatives to optimise costs and widen its reach in the domestic markets which contributed to the division''s stable performance.

Subsidiaries:

The Company''s subsidiaries Nief Plastics SAS, Sintex Wausaukee Composites Inc., Bright AutoPlast Ltd, Sintex Infra Projects Ltd and Zep Infratech Limited provide infrastructure and highly-engineered custom moulding solutions. These companies work closely with each other to generate more business and enhance profitability of the parent company.

Performance of subsidiaries:

1) Nief Plastics SAS

Despite the persisting economic slowdown in Europe, the Company successfully grew its 2013 against 2012. The Company acquired two units of the German group Poschmann - one in Germany, now rechristened as NP POSCHMANN and the other in Poland, named NP POLSKA. This initiative provides multiple benefits - 1) geographic diversity, 2) access to large and globally respected brands in the automotive and non-automotive spaces and 3) expertise in thermoplastics and thermosetting polymers.

Nief has opened new opportunity windows for Sintex''s Indian operations. This European subsidiary, through technical and business assistance, facilitated the setting up of the Precitech Division of Bright Auto, Chennai, (another Sintex subsidiary) which manufactures electrical component for Nief''s customer, Schneider for their Indian operations. This new business relation has now started to generate revenue for Bright Auto in 2012-13. Going ahead, a number of such growth opportunities are expected to cascade to the Indian operations.

2) Sintex Wausaukee Composites Inc.

In 2012-13, the Company re-commissioned its Dake SMC unit which widens its opportunity canvass. It enables the Company to cater to the requirements of the food service industry. Further, the Company expanded its capabilities in thermoforming, RIM, SMC and paint technology which strengthens its ability to increase its wallet share with existing customers. In 2012-13, Wausaukee Composites Inc was renamed as Sintex Wausaukee Composites Inc., which will strengthen the Sintex visibility in the American markets.

As the US operations stabilise in the next 12 months, Wasaukee''s customer relations in the US are expected to create new growth opportunities for Sintex''s domestic custom moulding segment. Bright Auto will service the requirements of the Indian operations of Wasaukee''s American customers.

3) Bright AutoPlast Ltd.

Despite a de-growth in the passenger car segment, the Company registered a significant double-digit growth with a similar increase in business profitability. This was due to the Company''s timely movement into the electrical business which derisked the Company from an overdependence on a single user-sector. To strengthen the business further, the Company established a presence in the commercial vehicle segment. The Company signed a MoU with Johnson Control, a global Tier-1 company for certain key automotive components. This JV has already secured business from Maruti Suzuki and is in advanced discussions with other Indian and MNC automotive OEMs.

4) Sintex Infra Projects Ltd.

Sintex infra Projects Ltd. is engaged in the various projects of monolithic construction and prefabricated structures under the various orders from State Governments and also private sectors across the country. The Company is also engaging into the laying of underground sewage lines, road check-posts among others.

The Company has also started executing the EPC contract that was awarded to them last year. Keeping in mind the untapped potential in infrastructure business and especially engineering, construction and contract business, the Company further would like to spread its footprints in the more high-end segments of the infrastructure business.

5) Zep Infratech Ltd.

The Company has fully diversified into infrastructure company due to a meltdown in the telecom infrastructure segment. The Company is under consolidation phase and now transitioned its operation as an infrastructural solutions provider and focuses on small-ticket projects. The current focus of the Company include PUF insulated panels for walls and roof, pre-fabricated structure, cold rooms and panels, refrigerated truck bodies, bunk houses, labour rooms, shelter for various applications.

The Company is also in process of setting the new marketing strategy to reach directly to the vast customer base across India.

Employee stock option scheme:

The shareholders of the Company had approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. These ESOPS are administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure I of this Report.

The Members of the Company in their meeting held on September 17, 2012 have approved the extension of exercise period from two years to four years of Sintex Industries Limited Employees Stock Option scheme 2006.

Fixed deposits:

Your Company did not float any deposit scheme to which provisions of Section 58A of the Companies Act, 1956 and the Rules made there under are applicable.

Qualified Institutional Placement:

Pursuant to the approval of the shareholders at the Annual General Meeting of the Company held on September 17, 2012, your Company made a Qualified Institutional Placement (QIP) in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Through the QIP, Sintex mobilised Rs. 174.76 crores by issuing 2,65,19,114 Equity Shares of a face value of Rs. 1/- each to qualified institutional buyers at a premium of Rs. 64.90 per share.

The Company used the net proceeds received from the offering for part redemption of FCCBs, due in March 2013.

Issue of USD 140 million, 7.5% Step Down Foreign Currency Convertible Bonds (FCCBs) due 2017:

Pursuant to approval of the shareholders at the Annual General Meeting of the Company held on September 17, 2012, your Company made an issue of USD 140,000,000, 7.50%, with an average YTM of 5.25% p.a step down convertible bonds due in 2017, convertible into Equity Shares at a price of Rs. 75.60 per share. The bonds were issued on November 28, 2012 and listed on the Singapore Exchange Securities Trading Limited. The Company used all of the proceeds of said FCCBs for part redemption and prepayment of the foreign currency convertible bonds due in March, 2013.

Preferential Warrants Allotment:

In terms of shareholders'' approval at the Extra Ordinary General Meeting held on November 9, 2012, your Company has allottee 3,00,00,000 warrants optionally convertible into Equity Shares to Promoter Group Companies on preferential basis at a price of Rs. 69.01 per warrant (25% consideration paid upfront).

The warrants are optionally convertible into Equity Shares within 18 months from the allotment date. During the year, the Company made allotment of 1,36,00,000 Equity Shares at a price of Rs. 69.01 (inclusive premium of Rs. 68.01 per share) to Promoter Group Companies on their exercise of the options for conversion of 1,36,00,000 warrants.

The net proceeds from the preferential allotment was utilised for general corporate purpose and repayment of debts.

The full conversion of all warrants into equity shares will reinforce the Company''s networth by Rs. 207.03 crores, strengthening the capital structure.

Changes in Authorized Share Capital:

In terms of your approval in the Extra Ordinary General Meeting held on November 9, 2012, the authorised share capital of the Company has been reclassified from Rs. 65 crores comprising 50,00,00,000 Equity Shares of Rs. 1/- each and 15,00,000 preference shares of Rs. 100/- each to Rs. 65 crores comprising 65,00,00,000 Equity Shares of Rs. 1/- each by re-classifying un-issued preference share capital into equity share capital.

Changes in Equity Share Capital:

In 2012-13, the following changes were effected in the share capital of the Company:

I. Issue of equity shares to qualified institutional buyers: Allotment of 2,65,19,114 equity shares of Rs. 1/- each at a premium of Rs. 64.90/- per share.

II. Issue of equity shares upon warrants conversion: Allotment of 1,36,00,000 Equity Shares of Rs. 1/- each at a price of Rs. 69.01 per share (inclusive of a premium of Rs. 68.01 per share) to Promoter Group Companies, following the conversion of 1,36,00,000 warrants.

Pursuant to the allotment of the aforesaid equity shares, the paid-up equity share capital of the Company increased from Rs. 27.30 crores to Rs. 31.31 crores and the securities premium account increased by Rs. 264.60 crores.

The new shares issued in 2012-13 rank pari passu with the existing with the existing equity shares of the Company.

Prepayment/Redemption of FCCBs 2008:

During the year the Company had made prepayment and cancelled 574 FCCBs of the face value of US$ 100,000 each at a discount, which has resulted in savings of Rs. 21.27 crores, as per the approval/guidelines of RBI. The balance 1,676 FCCBs of the face value of US$ 100,000 each were redeemed on maturity date i.e. March 13, 2013.

Listing of shares and securities:

The names and addresses of the stock exchanges where the Company''s securities are listed are given below:

-The National Stock Exchange of India Ltd, Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051

-BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

-Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Panjrapole, Ahmedabad-380015

-Singapore Exchange Securities Trading Limited, 2 Shenton Way, s 19 - 00 SGX Centre 1, Singapore-068804. (FCCB''S US$ 140 million)

-BSE Limited (Wholesale Debt Market), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 (NCD Rs. 250 crores and NCD Rs. 350 crores)

The Company paid Listing Fees to all the above Stock Exchanges for FY 2013-14.

Management Discussion and Analysis:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

Corporate Governance:

Sintex continues to be committed to good Corporate Governance aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.

A separate Report on Corporate Governance along with Statutory Auditors'' Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

Your Company has made all information, required by investors, available on the Company''s website www.sintex.in

Directors

Mr. Dinesh B. Patel, Chairman and Mr. Arun P. Patel, Vice Chairman of the Company had expressed their unwillingness for reappointment as Wholetime directors of the Company which was due for renewal on October11, 2012 and accordingly have ceased to be Wholetime directors and continue to act as Chairman and Vice Chairman respectively as Non executive directors.

Mr. Dinesh B. Patel, Mr. Arun P. Patel, Mr. Ashwin L. Shah and Dr. Lavkumar Kantilal, the Directors retired by rotation, but being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Shri Rooshi Kumar Pandya, Director of the Company has ceased to be a Director w.e.f. April 13, 2013 on account of his sudden demise. The Board placed on record its appreciation for the services rendered by him as a director of the Company. The Board of Directors in their meeting held on May 7, 2013 have appointed Dr. Narendra Kumar Bansal as Director in casual vacancy caused by the death of Mr. Rooshi Kumar Pandya.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief profile of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice attached 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:

1. In the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and there have been no material departures.

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

3. 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 frauds and other irregularities.

4.The annual accounts of the Company have been prepared on a ''going concern'' basis.

Consolidated financial statements:

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Subsidiaries:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

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

A statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure II forming part of this Report.

Particulars of employees:

The information required as amended under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure III. However, as permitted by Section 219(I) (b) (IV) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding the said Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the registered office of the Company.

Insurance:

All the Properties of your Company, including plant and machinery, buildings, equipments, and stocks among others have been adequately insured.

Auditors:

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be reappointed. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be in conformity with the limits specified in Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The observations made in the Auditor''s Report are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost Auditor:

The Central Government has approved the appointment of M/s. Kiran J Mehta & Co, Cost Accountants, Ahmedabad (Membership No. 00025) for conducting Cost Audit for the Financial Year 2012-13 for the Textile Business of the Company.

The Company has filed the Cost Audit Report for the year ended March 31, 2012 on January 23, 2013 within the time limit as prescribed by the Ministry of Corporate Affairs.

Acknowledgements:

Your Directors wish to place on record the excellent support assistance and guidance provided by the financial institutions, banks, customers, suppliers and other business associates. Thanks to our Company''s employees for their tireless efforts and high degree of commitment and dedication. Your Directors especially appreciate the continued understanding and confidence of the Members.

On behalf of the Board,

Date: May 7, 2013 Dinesh B Patel

Place: Ahmedabad Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 81st Annual Report of the Company, together with audited accounts for the year, which ended on March 31, 2012.

Financial results:

Your Company's financial performance for 2011-12 was heartening considering the external adversities that plagued the economic and industrial environment of the country.

(Rs. in crore)

2011-12 2010-11

Gross turnover 2,629.65 2,674.21

Gross profit 421.54 567.94

Less : Depreciation 98.05 89.25

Profit before tax 323.49 478.69

Less: Provision for taxation — Current tax 64.63 95.48

MAT Credit Entitlement (15.05) (22.09)

Deferred tax 36.58 40.68

Profit/(loss) after tax before prior period items 237.33 364.62

Add/(Less): Short provisions for taxation of earlier years (7.63) (7.06)

Profit after tax 229.70 357.56

Balance of profit of previous year 1,157.00 888.60

Profit available for appropriation 1,386.70 1,246.16

Appropriations

General reserve 25.00 40.00

Debenture redemption reserve 33.27 28.58

Proposed dividend on equity shares 17.74 17.74

Tax on dividend 2.88 2.84

Balance carried to balance sheet 1,307.81 1,157.00

Total 1,386.70 1,246.16

Financial performance:

Your Company's posted a Gross turnover of Rs. 2,629.65 crores in 2011- 12 as against Rs. 2,674.21 crores in the previous year 2010-11. This underperformance was primarily due to the degrowth in the monolithic construction business - the Company's flagship business vertical - a conscious decision by the management to control the ballooning working capital requirement consequent to the decline in cash flow from these projects from government agencies. The key business driver for 2011-12 was the prefabricated structures supported by marginal growth in the custom moulding segment for domestic OEMs. The textiles business also witnessed reasonable growth.

EBIDTA slipped to Rs. 578.67 crores against Rs. 648.52 crores in the previous year, while Net Profit decelerated to Rs. 229.70 crores as against Rs. 357.56 crores over the same period.

Cash plough back into the business was Rs. 468.18 crores in 2011-12 as against Rs. 567.93 crores in 2010-11 - providing an adequate cushion to fund growth initiatives to capitalise on emerging opportunities.

The earning per share stood at Rs. 8.48 (basic) and Rs. 8.48 (diluted) in 2011-12.

Dividend:

After considering your Company's profitability, cash flow and expansion needs, your Directors are pleased to recommend a Dividend of Rs. 0.65 per equity share on a face value of Rs. 1/- each on 27,29,90,866 equity shares fully paid-up as on March 31, 2012 (previous year Rs. 0.65 each per equity share on a face value of Rs. 1/- each on 27,29,90,866 equity shares) and any further equity shares that may be allotted by the Company upon the conversion of FCCBs prior to book closure date for 2011-12. This dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting.

The total quantum of dividend, if approved by the members will be Rs. 20.62 crores, including dividend tax.

Business review and divisional performance:

Your Company's performance was depressed in 2011-12 impacted by a considerable decline in the monolithic construction segment which overshadowed the otherwise healthy growth in other business verticals and sub-segments. A detailed discussion of your Company's operations is given under 'Management discussion and analysis report.'

A. Plastics division:

This is the Company's flagship business which accounts for more than 90% of the Company's revenue. Over the years, the Company moved up the value chain from manufacturing plastic products for final consumption to leveraging plastic products into creating unique solutions - monolithic construction is a case in point.

The plastics division of the Company exhibits a heartening performance despite external challenges which were compelled a slowing down of business operations in key business verticals. It clocked a turnover of Rs. 2,161.83 crores as against Rs. 2,278.95 crores in 2010-11.

Monolithic construction: Fiscal 2011-12 was the toughest for this business division as funds inflow remained a concern due to the government's preoccupation with other priorities and challenges. Your Company consciously strategised to accelerate execution for projects with timely cash flow visibility to optimise working capital requirement. Despite this, the Company witnessed a growth in revenues and order book size through efficient project management skills. Your Company displayed intelligent project management skills by executing the single-largest township development project in Delhi - constructing 600 buildings.

Prefabs: Your Company's prefab business generated sizeable revenue in 2011-12, facilitated by increased social spending by the government on healthcare and education. In 2011-12, your Company received sizeable business volumes from Madhya Pradesh to strengthen its healthcare infrastructure across the state. Additionally, your Company successfully marketed prefab solutions as the preferred solution for educational infrastructure in forest and tribal areas, which was well received by decision-making agencies with reasonable business inflow.

Building products: Your Company strengthened its presence in the interiors business primarily doors; it introduced unique promotional schemes with reasonable success. Additionally, it bundled doors and windows with monolithic and prefab projects. Also, your Company launched and aggressively marketed plastic kitchen cabinets as a value-for-money product with inherent benefits over the plywood- based traditional variants.

Sandwich panel segment, essentially a business-government model (B-G model), your Company marketed these products through its retail network (B-C model) to increase customer awareness and volumes.

Water and liquid storage: Water tanks, the Company's flagship brand, maintained its growth and expanded its presence across geographies with greater reach in rural and semi-urban markets, maintaining a dominant position. In 2011-12, your Company launched the high-value, triple-walled white water storage tanks pan-India through a unique positioning which transformed a commodity into an aspiration. Additionally, your Company's underground FRP tanks were approved by IOCL, HPCL and BPCL for installation at all new dispensing stations pan-India - a huge opportunity over the coming years. Your Company successfully marketed these products to large malls and commercial complexes for liquid storage purposes.

Sub-ground structures: Your Company made significant progress in this business vertical which comprised manhole structures, underground septic tanks covers and packaged water treatment solutions - these products received approvals from a number of state government authorities. Your Company successfully marketed a sizeable volume of septic tanks in urban locations leveraging its key USP - underground applications leading to space saving.

Your Company created a special marketing team to strengthen the awareness of its decentralised packaged waste water treatment solution from managing liquid waste with considerable success - the Company successfully marketed these products to state agencies anc private builders.

Environmental products: Your Company is a leader in portable, prefabricated and moulded biogas plants in India, a unique solution perfectly suited for Indian villages bereft of basic utilities primarily electricity. The product received clearances from central and state governments as it provided energy to rural areas - the government's top priority. During the year, your Company marketed good volumes across Gujarat, Maharashtra, Karnataka, Tripura and Kerala.

Custom moulded products: The Company has two important segments in this division - 1) products which are customised to certain applications and 2) products which are customised to customer requirements. The pallets business registered a robust growth as your Company intelligently segmented the market with unique products to suit various applications. In the SMC-based enclosures targeted to the power distribution space, your Company established its footprint in Kerala, Uttar Pradesh and Uttarakhand in 2011-12. During the year, it also initiated the product approval process in Himachal Pradesh, Punjab, Haryana, Tamil Nadu and West Bengal. In the OEM business, the Company customised a number of products for global and large Indian corporate brands which will generate significant returns over the coming years.

B. Textiles division:

Your Company created a niche for itself in the value-added textile segment by supplying high-end yarn dyed structured fabrics for men's shirting, yarn dyed corduroy, ultima cotton yarn-based corduroy and fabrics for ladies wear.

The Company's textiles business managed to maintain turnover of Rs. 467.82 crores as against Rs. 439.79 crores in 2010-11.

The improved performance was on account of increased demand from domestic as well as international markets. The Company's recent entry into ready-to-stitch fabric received favourable response in the domestic market and it plans to further develop this market. Your Company increased its product portfolio in the ladies wear segment, registering robust volumes.

Your Company is working towards strengthening its infrastructure by replacing existing machinery with sophisticated equipment to improve product quality and machine productivity to capitalise on growing opportunities. Additionally, your Company's innovation in product development is also expected to create a demand pull for its products from discerning international brands.

Subsidiaries:

The Company's subsidiaries Zep Infratech Limited, Bright AutoPlast Ltd, Wausaukee Composites Inc., Nief Plastics SAS and Sintex Infra Projects Ltd provide infrastructure and highly-engineered custom moulding solutions. These companies work closely with each other to generate more business and enhance profitability of the Group.

Performance of subsidiaries:

During the year, your subsidiaries registered a moderate performance. While revenues grew to Rs. 1,904.53 crores in 2011-12 against Rs. 1,883.55 crores in 2010-11. Profit after tax dipped significantly to Rs. 65.56 crores from Rs. 102.45 crores over the same period. Their contribution to consolidated revenues remained stable at 42% in 2011-12.

1) Zep Infratech Limited

The Company strategically diversified as a holistic infrastructure company due to a meltdown in the telecom infrastructure segment. The Company aims to streamline business with other group companies (Sintex Infra and Zillion Infra Projects) to improve technical, project management and execution skills, and take advantage of a large work force availability.

The Company's current focus areas include:

- Value-added and O&M (operation and maintenance) services to telecom operators

- BT shelter installation for defence sector at high altitudes

- Cold chain management solutions

- Prefabs for classroom in rural areas

The Company successfully transitioned its operations as an infrastructure solutions provider and is working on small projects to build credentials.

2) Bright AutoPlast Ltd

The Company specifically focuses on auto and electrical sectors for custom moulding solutions. It successfully created synergies with Nief to gain better technical skills to work with MNCs in India. This resulted in good topline growth for the Company despite challenging conditions.

During the year, the Company commissioned its Precitech division undertaking European technology. The unit specialises in manufacturing precision parts for the electrical and automotive sectors. The Company also started manufacturing fuel tanks, fuel filler pipes, air vent assemblies, precision parts in engineering materials and a range of interior parts for various MNCs in India.

3) Wausaukee Composites Inc.

The Company manufactures high-engineered composites for OEMs in mass transportation, construction equipment, agricultural equipment, wind energy, medical and security imaging, corrosion-resistant material handling, architectural and commercial site furnishings, therapeutic and specialty bathing system and recreation industry.

During the year, the Company appointed a new CEO to focus on growth, expansion, new technology adoption and creating new business segments. In 2011-12, the Company received orders from NeuroLogica for medical imaging x-ray compound and the US Airport for baggage screening x-ray.

4) Nief Plastics SAS

The Company manufactures thermoplastics and thermosetting sub- assemblies for clients in automotive, electrical, medical, aeronautics, defence, household appliances and building industries. During the year, the Company successfully shifted its manufacturing presence to low- cost locations in Hungary, Slovakia, Tunisia and Morocco, resulting into higher margins.

The Company received a major order from Snecma Safran to supply aeronautic parts for Airbus and Dassault Aviation. The Company also received 'best supplier award' from Schneider Electric and Safran.

5) Sintex Infra Projects Ltd

Sintex Infra focuses on executing all infrastructure projects of the parent company. The Company has a track record of executing civil and mechanical construction work in airports, industrial plants, residential and commercial complexes, road and land development projects among others.

During the year, the Company successfully bagged a major project worth Rs. 1,300 crores for civil and mechanical construction of Shirpur power plant.

Employee stock option scheme:

The shareholders of the Company had approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. This ESOPS is administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure I of this report.

Directors:

In accordance with the requirements of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Rushikumar Pandya , Shri Rahul A. Patel and Shri Amit D. Patel, the Directors retire by rotation, but being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

The necessary resolutions for obtaining the approval of the members for the aforesaid re-appointments are contained in the Notice of the ensuing Annual general Meeting.

A brief resume of each of them, the nature of their expertise and the names of the companies in which they hold directorships and the details of membership of the committees of the Board are enclosed. Your Directors recommend their appointments and reappointments.

Fixed deposits:

Your Company did not float any deposit scheme to which provisions of Section 58A of the Companies Act, 1956 and the Rules made thereunder are applicable.

Listing of shares and securities:

The names and addresses of the stock exchanges where the Company's securities are listed are given below:

- The National Stock Exchange of India Ltd, Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai-400051

- Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

- Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Panjrapole, Ahmedabad-380015

- Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 - 00 SGX Centre 1, Singapore-068804. (FCCB'S US$ 225 million)

- Bombay Stock Exchange Limited (Wholesale Debt Market), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 (NCD Rs. 250 crores and NCD Rs. 350 crores)

The Company paid listing fees to all the above stock exchanges for F.Y. 2012-13.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Corporate Governance Report:

Your Company has taken structured initiatives towards Corporate Governance and its practices are valued by the various stakeholders.

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance for the year ended March 31, 2012, supported by a certificate from the Company's Statutory Auditors confirming compliance of conditions, forms part of this Report.

Your Company has made all information, required by investors, available on the Company's website www.sintex.in

Your Company is also in the process of implementing Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India in December, 2009

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:

1. In the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and there have been no material departures.

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

3. 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 frauds and other irregularities.

4.The annual accounts of the Company have been prepared on a going concern basis.

Consolidated financial statements:

The Consolidated Financial Statements have been prepared ir accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Subsidiaries:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

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

A statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure II forming part of this Report.

Particulars of employees:

The information required as amended under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure III. However, as permitted by section 219(I) (b) (IV) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding the said Annexure, Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the Registered Office of the Company.

Insurance:

All the insurable interests of the Company, including plant and machinery, stocks, loss of profits, standing charges and insurable interest are adequately insured.

Auditors:

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company, retire and being eligible, have indicated their willingness to be reappointed. The observations made in the Auditor's Report are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956

Cost Auditor:

The Central Government has approved the appointment of M/s. Kiran J Mehta & Co, Cost Accountants, Ahmedabad (Membership No. 00025) for conducting Cost Audit for the Financial Year 2011-12 for the Textile Business of the Company. The Cost Audit report of the Textile Business, for the year 2010-11 was due for submission within 180 days from the close of the financial year. It was submitted on 5th September, 2011.

Acknowledgements:

Yours Directors are highly grateful for all the help, guidance and support received from valued customers and various government, semi- government and local authorities, suppliers and other business associates, vendors, as well as the various banks.

Your Directors thank all the members of the Sintex Family and business partners for their trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the efforts and contributions put in by all associated with the Company at all levels, to ensure that the Company continues to grow and excel.

On behalf of the Board,

Date: May 10, 2012 Dinesh B Patel

Place: Ahmedabad Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 80th Annual Report of the Company, together with audited accounts for the year, which ended on March 31, 2011.

Financial results

Your Company's financial performance for 2010-11 has been encouraging, as summarised below

(Rs. in crore)

2010-11 2009-10

Gross turnover 2718.74 2103.56

Gross profit 567.94 425.51

Less : Depreciation 89.25 84.03

Profit before tax 478.69 341.48

Less: Provision for taxation - Current tax 95.48 58.05

MAT Credit Entitlement (22.09) (18.54) Deferred tax 40.68 21.46

Profit/(loss) after tax before

Prior period items 364.62 280.51

Add/(Less): Short provisions for taxation of earlier years (7.06) (6.81)

Profit after tax 357.56 273.70

Balance of profit of previous year 888.60 674.17

Profit available for appropriation 1246.16 947.87

Appropriations

General reserve 40.00 30.00

Debenture redemption reserve 28.58 10.22

Proposed dividend on equity shares 17.74 16.38

Tax on dividend 2.84 2.67

Balance carried to balance sheet 1157.00 888.60

Total 1246.16 947.87

Financial performance

Your Company reported another strong performance this year as it extended its presence into value-added business verticals and strengthened its market position in existing businesses - delivering superior value to its stakeholders.

Gross turnover grew 29% from Rs.2,103.56 crore in 2009-10 to Rs.2,718.74 crore in 2010-11, due to a significant increase in existing business volumes. While all business segments contributed to your Company's growth, the key growth drivers were monolithic construction and civil infrastructure.

The EBIDTA grew 37% from Rs.476.83 crore in 2009-10 to Rs.654.76 crore in 2010-11, facilitated by growing sales volumes, increased project delivery and a thrust on value-added business segments.

Your Company registered a 31% growth in profit after tax to Rs.357.56 crore in 2010-11 against Rs.273.70 crore in 2009-10. Cash plough back into the business grew 33% from Rs.425.51 crore in 2009-10 to Rs.567.93 crore in 2010-11 – providing an adequate cushion for funding initiatives to capitalised on emerging growth opportunities.

The earning per share stood at Rs.13.19 (basic) and Rs.13.19 (diluted) in 2010-11.

Dividend

Your Company always maintained a prudent balance between its need to reward shareholders with its need to grow business for delivering superior returns to shareholders over the medium-term. Considering the sizeable capital-intensive projects on the anvil, your Directors are pleased to recommend a dividend of Rs.0.65 per equity share on a face value of Rs.1 each on 27,29,90,866 equity shares, fully paid up as on March 31, 2011 (previous year Rs.1.20 per equity share of face value of Rs.2 each on 13,64,95,433 equity shares), and any further equity shares that may be allotted by your Company upon the conversion of FCCBs prior to book closure date for 2010-11. This dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting.

The dividend payout, if approved by members will be Rs.17.74 crore, while Rs.2.84 crore will be paid by the Company towards dividend tax and surcharge on the same. Dividend in the hands of the shareholders will be tax-free.

Business review and divisional performance Your Company registered an overall improved performance in 2010-11, where all business verticals and sub-segments grew at a robust pace. A detailed discussion of your Company's operations is given elsewhere in this annual report under 'Management discussion and analysis report.'

A) Plastics division

Plastics division, the critical growth driver of your Company grew at 31% from Rs.1,666.93 crore in 2009-10 to Rs.2,180.43 crore in 2010-11, strengthening its significance for the Company - it accounted for 83.35% of your Company's revenues in 2010-11 against 82.91% in 2009-10. It also vindicated your Company's philosophy of creating products and solutions around areas that impact the essentials for the common man, and those that are high on the government's priority list.

The monolithic construction segment reported a massive increase for the third successive year, emerging as the flagship business vertical in the plastics division. Other significant contributors included prefabs, water storage solutions and custom moulded products (including SMC products). Your Company also introduced novel products and solutions which strengthened the 'Sintex' brand recall and grew market share in key business verticals. In 2010-11, your Company established a strong presence in creating water distribution and sewerage collection infrastructure.

Monolithic construction: This business registered a stellar performance – larger order execution and increased business volumes, enlarging the already huge order book. Your Company also extended its presence in a larger number of states for providing low-cost housing solution through this technology – opening huge opportunity windows over the coming years. More importantly, your Company received large business from other segments, namely the security forces and police departments.

Prefabs: Your Company grew this business vertical by tapping into opportunity pockets from the health and education segments which are high on government priority, for which sizeable funds were allocated. Your Company's products received numerous approvals from different states in 2010-11, expanding business opportunities in coming years. Your Company also created prefab structures for the defence forces across diverse geographies.

Building products: Your Company focused its energies on strengthening its presence in plastic doors – aggressive marketing through unique schemes and promotional programmes with satisfying results. Your Company also launched sandwich panels specially designed for roofing application, interior partitions, and high-altitude structures which were well received. Your Company marketed sizeable volumes of sandwich panels to successfully set-up warehouses across diverse Indian terrains – showcasing product suitability for cold chain applications, high on government priority.

Water and liquid storage: Water tanks, the Company's flagship brand, maintained its growth and expanded its presence across geographies with greater reach in rural and semi-urban markets, maintaining a dominant position. Your Company introduced a number of new sub-brands, segregating the water tank market into smaller segments – enabling it to cater to a wider customer range and facilitate increased penetration. Your Company re-launched its underground tank range which was successfully installed in a number of locations.

Sub-ground structures: Your Company made significant progress in this business vertical which comprised manhole structures, covers and packaged water treatment solutions – these products received approvals from a number of state government authorities and private clients, generating sizeable revenue for the Company in 2010-11. This segment is expected to register a robust growth over the coming years largely due to the increased government thrust on pollution management, consequent to growing urbanisation.

Custom moulded products: This business segment registered a significant growth largely due to product customisation to suit niche applications. Besides, your Company successfully developed numerous products for diverse sectors, catering to both global and domestic customers. Some products were under advanced stages of approval which should open new growth opportunities.

In the energy segment, your Company built upon its long and healthy business relationship with the electrical sector for marketing its enclosures with a special focus on distribution and feeder-pillar boxes to capitalise on opportunities emerging from the modernisation of the T&D segment of the energy value chain.

Your Company received business from leading OEM namely, John Deere, M&M, Cummins and BEL among others, for specialised and customised products. Besides, a number of products were also approved by leading Indian and multi- national brands, which is expected to yield sizeable revenues over the coming years.

B) Textiles division

The textile division grew by a significant 27% on the back of robust demand from international clients. The domestic business also registered a sizeable increase in business volumes. Your Company strengthened its position in women's wear and home furnishing segments through a wider product basket, generating increased business volumes. During the year, your

Company added a number of renowned fashion labels to its client list, opening new opportunity windows. Your Company created a robust retail network for marketing ready-to-stitch fabric, primarily catering to rural and semi-urban markets. Your Company is working towards strengthening its infrastructure through sophisticated equipment which will improve product quality and machine productivity to capitalise on growing opportunities.

Subsidiaries

During the year under review, M/s. Bright AutoPlast Private Limited, a wholly-owned subsidiary was converted into a Public Limited Company with a new name - M/s. Bright AutoPlast Limited, and Sintex Oil & Gas Limited ceased to be the Company's subsidiary.

Performance of subsidiaries

Your subsidiaries registered a robust performance – revenue and profit after tax grew 46% and 85% respectively. More importantly, their contribution to the consolidated revenue increased from Rs.1,271.09 crore in 2009-10 to Rs.1,859.18 crore in 2010-11; the contribution to the bottomline strengthened from 4.3% in 2009-10 to 5.5% in 2010-11.

1) Zep Infratech Limited (Formerly known as Zeppelin Mobile Systems India Ltd.)

The Company shifted its focus from being just a telecom infra Company to a holistic infrastructure Company, due to a melt down in the telecom sector. The Company plans to leverage its existing capability and competence to take advantage of the huge potential in the infrastructure sector.

The new business focus areas would be – infrastructure/civil projects, telecom products and services, prefabs made of PUF panels, PEB structures and cold chain management.

Cold chain management will be a huge opportunity for the Company, as it is becoming a matter of national interest with almost 42% of agricultural production in India being perishable items. The government also laid thrust on developing new cold chains by providing full exemption on excise duties.

2) Bright AutoPlast Ltd.

The Company performed exceptionally well – higher volumes, new businesses, new customers and new capacities – resulted in a 44% topline growth and an improvement in margins in 2010-11 over the previous year.

Our business with Schneider performed extremely well. This resulted in other electric companies showing serious intent in

partnering with us – primarily customers of Nief who also have manufacturing bases in India. In the automotive segment, volumes from existing clients increased and new customers opened multiple growth opportunities.

We created a new unit – Chennai 3 – dedicated to electrical customers which commenced operations in April 2011. This allowed us to grow our client base in this vertical. Additionally, we strategised in setting up greenfield facilities proximate to automotive hubs to capitalise on the huge demand from the automotive segment. We are also looking to enter the commercial vehicle segment – multiplying our growth opportunities.

3) Wausaukee Composites Inc.

Your Company bought out our partner's stake in Wausaukee, making it a 100% subsidiary of Sintex. This was necessary for our accelerated growth in the US. What we also need to remind shareholders is that for Wausaukee, there were issues related to the wind energy business, but otherwise Wausaukee doubled in size, post our acquisition. The returns were also significant.

In 2010-11, we started prototyping products for a number of new customers, volumes are expected to flow in the current year. Your Company is also focused on expanding its manufacturing footprint in the US through inorganic initiatives, as we realise that the custom moulding business is region and customer-centric – you need to be at the right place with the right client.

4) Nief Plastics SAS

Nief performed very well this year with a topline growth of 23-25% and margin growth from 11 to 13%.

At Nief, contributions from the automotive segment that was 65% at the time of acquisition was 45% last year and this year it is 40%. This year 40% of Nief's business was from auto, 30% from electrical, 20% from aerospace and medical and 10% from others.

Nief's acquisition of Simop (moulding unit) and Sicmo (moulds and tools making unit) gave the Company access to three new customers – plastic products for doormatix, personal care products and modem making companies.

Nief also expanded operations in East Europe (Hungary and Slovakia) and North Africa (Tunisia and Morocco) to take advantage of low production costs, leading to its overall optimisation.

In 2010-11, the Company also introduced a new process called 'machining of plastics' (machines cut plastics in required shape), for manufacturing medical equipment.

5) Sintex Infra Projects Ltd

The Company enabled Sintex to establish a strong foothold in the Infrastructure space. The Company successfully delivered various infrastructure projects in the field of construction of airports, road and land development, construction of industrial plants, developing commercial and residential complexes, among others. With good management skills and demonstrated execution capabilities, the Company has a healthy order book.

In 2010-11, your Company acquired 30% ownership of Durha Constructions Private Limited (DCPL) at an investment of Rs.42.21 crore. DCPL is engaged in the civil and mechanical construction in diverse infrastructure sectors including power, petrochemicals, cement from medium to large projects for private and public sectors clients – key projects include Delhi International Airport, Hyderabad International Airport, Indraprastha Power Station, among others. It has an impressive client base comprising large corporates, namely, BHEL and L&T.

Employee stock option scheme

The shareholders of the Company approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. This ESOPS is administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure 1 of this report.

Changes in equity share capitalDuring the year, each equity share of Rs.2 each was sub-divided in to 2 equity shares of Rs.1 each.

Directors

In accordance with the requirements of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ramnikbhai H. Ambani, Smt. Indira J. Parikh and Dr. Rajesh B. Parikh retire by rotation, but being eligible, offer themselves for reappointment.

For the kind perusal of the shareholders, a brief resume of each of them, the nature of their expertise and the name of the companies

in which they hold directorships and the details of membership of the committees of the Board are enclosed. Your directors recommend their appointments.

Fixed deposits

Your Company did not float any deposit scheme.

Listing of shares and securities The names and addresses of the stock exchanges where the Company's securities are listed are given below:

- The National Stock Exchange of India Ltd., Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

- Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

- Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Panjrapole, Ahmedabad - 380015

- Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 – 00 SGX Centre 1, Singapore - 068804. (FCCB'S US$ 225 million)

- Bombay Stock Exchange Limited (Wholesale Debt Market), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 (NCD INR 250 crore & NCD INR 350 crore)

The Company paid listing fees to all the above stock exchanges for 2011-12.

Corporate Governance report

Your Directors adhered to the requirements set by the Securities and Exchange Board of India's Corporate Governance practices and implemented all the stipulations prescribed.

A separate Corporate Governance Report is furnished as a part of Directors' Report and the Certificate from the Company's Statutory Auditors regarding compliance with the conditions of Corporate Governance is annexed to it.

Your Company complies with the provisions related to Corporate Governance as per Clause 49 of the Listing Agreement. Your Company is also in the process of implementing the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India in December, 2009.

Directors' responsibility statement

To the best of their knowledge and belief and based on the information obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts for the year ending March 31, 2011, the applicable accounting standards have been followed and there have been no material departures.

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

3. That 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 frauds and other irregularities.

4. That the annual accounts for the year ending March 31, 2011 have been prepared on a going concern basis.

Consolidated financial statements

The Central Government vide General Circular no. 2/2011 under no. 5/12/2007/CL-III dated February 8, 2011 has granted general exemption to the companies from attaching the annual accounts of the subsidiary companies, subject to compliance of certain conditions as given in the said circular.

Your Company is presenting in the annual report the consolidated financial statements of holding Company and all subsidiaries duly audited by the Statutory Auditors, complying with all other conditions, the annual accounts of the subsidiary companies are not attached, with this annual report.

Further, the annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiaries at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the Company/its subsidiaries at the registered office of the Company and that of the respective subsidiary companies.

Conservation of energy, technology absorption, etc. A statement containing the necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report as Annexure 2.

Particulars of employees

The information required as amended under section 217(2A) of

the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annexure 3. However, as permitted by section 219(I) (b) (IV) of the Companies Act, 1956, this annual report is being sent to all shareholders excluding the said Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the registered office of the Company.

Insurance

All the insurable interests of the Company, including plant and machinery, stocks, loss of profits, standing charges and insurable interest are adequately insured.

Auditors

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company, retire and being eligible, have indicated their willingness to be re- appointed. The observations made in the Auditor's Report are self- explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost accounting records

As required under the order made by the Central Government, the Company is maintaining necessary cost accounting records with respect to cotton textiles.

Acknowledgements

Your Directors thank the Company's valued customers and various government, semi-government and local authorities, suppliers and other business associates, vendors, as well as the various banks for their continued support to the Company's growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the investors and shareholders for their unstinted support, co-operation and faith in the Company.

On behalf of the Board,

Date : April 30, 2011 Dinesh B. Patel Place : Ahmedabad Chairman


Mar 31, 2010

The Directors take pleasure in presenting the 79th annual report and audited accounts for the financial year ended 31 March 2010.

Financial results

Your Companys financial performance for 2009-10 is given below:

(Rs, in crore)

2009-10 2008-09

Gross turnover 2,103.56 1,982.04

Gross profit 425.51 404.06

Less: Depreciation 84.03 62.40

Profit before tax 341.48 341.66

Less: Provision for taxation - Current tax 58.05 41.32

MAT Credit Entitlement (18.54) -

Deferred tax 21.46 31.24 Profit/(loss) after tax before prior

period items 280.51 269.10

Add/(Less): Short provisions for

taxation of earlier years (6.81) (2.39)

Profit after tax 273.70 266.71

Balance of profit of previous year 674.17 456.16

Profit available for appropriation 947.87 722.87

Appropriations

General reserve 30.00 30.00

Debenture redemption reserv 10.22 1.17

Proposed dividend on equity shares 16.38 15.02

Tax on dividend 2.67 2.51

Balance carried to Balance Sheet 888.60 674.17

Total 947.87 722.87

Review of numbers

Your Directors are pleased to report that your Company reported positive growth in 2009-10, reflected in the financial statements.

- Gross turnover grew 6.13% at Rs, 2,103.56 crore in 2009-10 as against Rs, 1,982.04 crore in 2008-09

- EBIDTA stood at Rs, 476.83 crore in 2009-10 as against Rs, 468.03 crore in 2008-09

- Profit after tax rise to Rs, 273.70 crore in 2009-10 as against Rs, 266.71 crore

- Cash plough back in the business grew 5.31% from Rs, 404.06 crore in 2008-09 to Rs, 425.51 crore in 2009-10

- Earning per share stood at Rs, 20.20 (basic) and Rs, 20.20 (diluted) in 2009-10

What is of greater significance is that the year under review vindicated the robust and flexible business model which facilitated achieving these numbers despite a key business vertical of 2008-09 namely Basic Telecom (BT) shelters generating marginal income in 2009-10.

Your Company sustained its growth momentum during the year and continued to aggressively pursue inorganic and organic opportunities to strengthen its competitive position and enhance stakeholder value.

Dividend

Your Company practices a policy of maintaining a prudent balance between the need to reward shareholders for their faith in the management and its own investment need to capitalise on emerging business opportunities through a larger proportion of internal accruals which would further strengthen shareholder value.

The benefit of this policy is reflected in a 77-year uninterrupted dividend payout and an enterprise value which registered a 25% CAGR over the last decade (leading to 2009-10).

In keeping with its conventional policy, your Directors are pleased to recommend a dividend of Rs, 1.20 per equity share (Rs, 1.10 per share in 2008-09) on a face value of Rs 2 each on 13,64,95,433 equity shares and any further shares that may be allotted by the Company, following the conversion of bonds prior to September 14, 2010. This dividend will be subject to the approval of shareholders, financial institutions and banks at the forthcoming Annual General Meeting.

2006-07 2007-08 2008-09 2009-10

Dividend as

percentage of

net profit (%) 8.23% 6.31% 5.63% 5.98%

Dividend per share

Rs, per share) 0.96 1.00 1.10 1.20 Business review and divisional performance A detailed discussion of your Companys operations is given elsewhere in this annual report under ‘Management discussion and analysis report.

1) Plastics division

The plastics division strengthened its position as the Companys key growth engine:

- Registered a 10% growth from Rs, 1,515.32 crore in 2008-09 to Rs 1,666.93 crore in 2009-10

- Accounted for 82.91% of your Companys revenue in 2009-10 against 80.46% in 2008-09

- Contributed 119.70% to the Companys 6.13% topline growth which nullified the marginal decline in the textiles division

This division grew despite marginal contribution from last years

key business driver, the BT shelters business, owing to the massive growth in earnings from the monolithic construction business. Other contributors include building products and custom moulded products. Your Company introduced a number of novel products and solutions which strengthened the ‘Sintex brand recall and grew market share in key business verticals.

Monolithic construction: It was another year of excellent results for your Companys affordable housing programme which strengthened its position as the leader in mass housing for EWS/LIG segment, vindicating the managements initiative of pioneering this technology in the Indian environment. Your Companys ability to deliver superior-quality and low-cost mass housing solutions is reflected in the following business realities:

- Delivered significant number of dwelling units in 2009-10

- A sizeable unexecuted order book which represents revenue visibility over the current year

The Central Governments initiative to provide homes to every family below the poverty line is expected to boost the Companys growth plans. Moreover, your Company has taken definite steps to establish itself as a real estate developer to offer low-cost housing solutions under its own brand name.

Prefabricated structures: The prefabs business suffered a setback in 2009-10. This was largely owing to slackened demand from the telecom sector.

As telecom majors halted their roll out plans, the demand for BT shelters remained absent. Your Company expects this scenario to continue over the short term. What was heartening was that your Companys established position as a total solution provider for telecom service providers yielded impressive returns. This opportunity is expected to grow over the coming years. Your Company increased its focus on pre fabricated structures for education and health sectors where large capital for infrastructure creation is earmarked.

In 2008-09, your Company also introduced a new line to manufacture sandwich panels, which are expected to emerge as a revolutionary product group that will help the Company redefine construction. Cold storages built with sandwich panels are gaining success and are expected to emerge as a robust growth engine over the short term. In 2009-10, your Company undertook a campaign to promote sandwich panels, a relatively lesser known product.

Your Company expanded its range of doors and windows where PVC/UPVC windows witnessed increasing acceptance owing to their various advantages like energy efficiency and sound proof over traditional windows. The doors and windows division, coupled with plastic sections, is expected to deliver impressive growth in the future.

Besides, your Companys products gained international acceptance owing to superior functional attributes.

Custom moulding: It was a very interesting year for your Company in this segment with numerous successful product developments for diverse sectors catering to both global and domestic customers. Some products were under advanced stages of approval, for others, your Company received orders which are expected to yield significant results.

Your Company actively pursued the OEM business, securing approval from companies like John Deere, M&M, Cummins and Kirloskar Engines, among others, for specialised and customised products.

Additionally, your Company built upon its excellent business relationship with the electrical sector to grow its revenue from the energy sector. Your Company is focusing on the distribution and feeder-pillar boxes to capitalise on the opportunity emerging from the modernisation of the T&D segment of the energy value chain. Your Company is now moving towards a total solution provider by integrating various equipments with its boxes to be one-point source for utility companies. Your Company was rated the best contractor for its turnkey projects in Rajasthan, an event that could create new business opportunities in this geography.

In the FRP tanks segment, your Company increased its business visibility with approvals from HPCL, Essar and IOC for its underground tanks.

Liquid management solutions: Water tanks, the Companys flagship brand, maintained its growth and expanded its presence across geographies with greater reach in rural and semi-urban markets. Water tanks, maintained a dominant position and a range of panel type tanks for larger capacities was added to your Companys product basket.

In anticipation of huge opportunities for decentralised waste water systems, the Company increased focus on septic tanks, collaborating with Aqua Nishihara Corporation Ltd, Thailand and Japan to develop Decentralised Wastewater Treatment Systems (DEWATS). The great utility of the packaged sewage treatment plants was reflected in several successfully installations across the country. Your Company expects to replicate this success across wider regions in India over coming years. The Companys other innovative solutions -- rain water harvesting system for drinking water and grey water recycling systems -- received good responses.

Material handling solution: The Company offered a total material handling solution to industries and institutions by adding racking systems and equipment to its range, registering a positive growth.

Green initiatives and prospects: Your Company initiated green orientation around built-up structures. It created awareness regarding sustainable development and green building products and technology in association with CEPT University, Ahmedabad. Under Sintex Chair, CEPT signed an MoU with the Indian Green Building Council for evaluation, approval and recommendation of various materials and technologies that form a part of green buildings in India.

With the integration of certain ‘green elements, your Company offers various technologies for affordable green housing solutions like decentralised wastewater treatment systems, grey water recycling systems, solar water heating systems, biogas plants, composting bins and rain harvesting structures.

2) Textiles division

Following the global meltdowns effect on advanced economies, consumption expenditure, especially fashion textile off take, was significantly curtailed, impacting the textile business in 2009-10; turnover stood at Rs, 343.63 crore in 2009- 10 against Rs, 368.09 crore in 2008-09 while exports stood at Rs, 27.07 crore against Rs, 21.07 crore in 2008-09. In line with global realities, your Company intelligently focused on the domestic market, especially on semi-urban and rural markets which sustained product offtake. Further, your Company expanded its product basket for womens wear and added a number of global and domestic customers to its largely branded-clientele.

Your Company continued to add new equipments replacing conventional machinery with technology-intensive, high-speed, contemporary variants, which is expected to drive business volumes in the coming years.

Subsidiaries

During the year under review,

- Zeppelin Mobile System India Ltd, a subsidiary, became a wholly-owned subsidiary as the Company acquired the balance 26% stake.

- Sintex Infra Projects Ltd, a wholly owned subsidiary, was incorporated in November,2009

- Esveegee Steel (Gujarat) Pvt. Ltd (now known as Sintex Oil and Gas Private Limited)- 100% equity stake was purchased in September,2009

Subsidiaries - performance

1) Zeppelin Mobile Systems India Ltd.

In 2009-10, the Companys revenue grew 20.77% to Rs, 133.84 crore as compared with Rs, 110.82 crore in 2008-09, driven primarily by telecom TSP contracts and also by the newly established telecom training centre, EPC business and the strategic initiative of shifting and expanding from telecom infrastructure to infrastructure space.

During the year under review, raw material expenses skyrocketed owing to the telecom sector dominating the sales mix. Higher salary and wage cost owing to induction of more

skilled labour increased human asset investment. In the future, higher value project execution is expected to reduce labour cost impact on turnover. The uncertainty on 3G auction, BSNL mega infrastructure tender, site sharing by new operators and the technology shift to outdoor BTS impacted new cell site demand and the margins.

During financial year 2009-10, Zeppelin devised and implemented a strategic path to gradually diversify and become an infrastructure entity with interest in EPC contracts and government businesses.

2) Bright AutoPlast Pvt. Ltd

With six manufacturing units across five locations, Bright AutoPlast reported a Rs, 191.13 crore revenue with improved profit margin during the period under review. The commissioning of its second facility at Chennai in March 2009 added significantly to the Companys growth and profitability. Moreover, product approvals for new applications of existing customers and a wider customer base helped improve the Companys profits. The Companys Pune unit is certified with TS-16949 certificate that provides for continual improvement, emphasising defect prevention and reduction of variation and waste in the supply chain.

3) Wausaukee Composites Inc. (WCI)

Wausaukee Composites Inc., despite the global crisis, reported topline of US$ 30.84 mn in 2009-10. The Company caters to New Flyer Bus Company, the largest North American bus manufacturer for a programme worth around US$1.20 mn annually. The Company also gained from the launch of the Harley-Davidson and Tri-Glide Motorcycle Body Programme. With a long-term view of wind energy development, especially in North America, the production of wind turbine nacelles and blade hub covers for Acciona Wind Energy and Clipper Wind was on an upward trend. The Company was awarded the Siemens Transportation Systems as well as Salt Lake City Interior Components Programme of Mass Transit segment.

4) Nief Plastics SA

During 2009-10, despite an unprecedented crisis in Europe and negative GDP for the Europe area, Nief Plastics grew business revenue and preserved various profitability ratios. The main reason for this positive performance and profitability ratios were Niefs business diversity and associated technological and marketing expertise. Nief Plastics manufactures a wide variety of plastic products with applications in the automotive, electrical and electronics, aeronautics and defence, household appliances and building industries. Nief Plastics also acquired two more companies named SICMO and SIMOP, specialised in studying, making and testing metallic moulds for plastic injection or light metal alloy. The Company strengthened its position in Europe through these acquisitions and a wider client base. The Company aims at group development through external growth, as the economic situation favours consolidation of the plastic sector in Europe.

5) Sintex Infra Projects Ltd

A wholly-owned subsidiary was incorporated in November 2009 to cater exclusively to the infrastructure sector. The Indian economy is targeting a double digit GDP growth rate in 2011-12. Increase in demand for goods and services, fresh capital investment by private sector in industrial and service sectors, buoyant capital market and heavy thrust by government on infrastructure development is likely to boost and consolidate economic growth over next few years. In this economic environment, the construction industry continues to grow at a scorching pace. Given the positive economic climate and sound fundamentals, the industry is poised for a big leap. To achieve these paramount benefits of the business, your Company thinks its the ideal time to get into this industry.

Sintex Infra Projects secured contracts worth Rs, 174.50 crore from Northern States for work relating to survey, investigate, design, supply, lay, commission RCC/PSC/HDPE/GRP pipes in trunk/ lateral branch sewers and its allied works such as construction of manhole chambers, among others.

6) Esveegee Steel (Gujarat) Pvt. Ltd

The subsidiary was added through the acquisition of 100% equity stake and subsequently, the name was changed to Sintex Oil & Gas Pvt. Ltd.

Under the New Exploration Licensing Policy (NELP) for exploration of oil and natural gas, Sintex Oil and Gas submitted bids for six inland type S-Block under the NELP-VIII offer. It emerged successful for three blocks - CB-ONN-2009/1, CB-ONN-2009/2 and CB-ONN-2009/7. As per the NELP guidelines, the Company will sign a production sharing contract with the Indian Government to explore, develop and produce petroleum resources in these blocks.

Re Set of Conversion price - FCCB

Pursuant to the terms and conditions of the Bonds, the conversion price has been reset on March 12, 2010 from Rs, 580 per Equity Shares to Rs, 493 per equity share.

Due to conversion price reset, on full conversion of FCCBs, the Company has to issue 1,84,97,464 equity shares of Rs, 2 each instead of 1,57,22,844 equity shares of Rs, 2 each as per original conversion price.

Employee stock option scheme

The shareholders of the Company had approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. This ESOPS is administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure 1 of this report.

Changes in equity share capital In 2009-10, there was no change in the share capital of the Company.

Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ashwinbhai Lalbhai Shah, Dr. Lavkumar Kantilal and Shri, S.B. Dangayach retire by rotation, but being eligible offer themselves for re- appointment.

Your Directors reappoint, subject to the approval of members at the meeting, Shri S. B. Dangayach as Managing Director for a period of 5 years from June 7, 2010.

For the kind perusal of the shareholders, a brief resume of each of them, the nature of their expertise and the name of the companies in which they hold directorships and the details of membership of the committees of the Board are enclosed. Your Directors recommend their reappointment.

Fixed deposits

Your Company did not float any deposit scheme.

Listing of shares and securities

The names and addresses of the stock exchanges where the Companys securities are listed are given below:

The National Stock Exchange of India Ltd, Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051

- Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

- Ahmedabad Stock Exchange Ltd, Kamdhenu Complex, Panjrapole, Ahmedabad 380015

- Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 – 00 SGX Centre 1, Singapore 068804 (FCCBS USD 225 million)

- Bombay Stock Exchange Limited (Wholesale Debt Market), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 (NCD Rs, 250 crores)

The Company paid listing fees to all the above stock exchanges for 2010-11.

Corporate Governance report

Your Directors adhered to the requirements set by the Securities and Exchange Board of Indias Corporate Governance practices and implemented all the stipulations prescribed.

A separate Corporate Governance report is furnished as a part of Directors report and the Certificate from the Companys Auditors

regarding compliance with the conditions of Corporate Governance is annexed to it.

Your Company is complying with the provisions related to Corporate Governance as per clause 49 of the Listing Agreement. Your Company is also in the process of implementing the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India on December, 2009

Directors responsibility statement

To the best of their knowledge and belief and based on the information obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts for the year ending March 31, 2010, the applicable accounting standards have been followed and there have been no material departures.

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

3. That 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 frauds and other irregularities.

4. That the annual accounts for the year ending March 31, 2010 have been prepared on a going concern basis.

Consolidated financial statements

The Company made an application u/s. 212(8) of the Companies Act, 1956 to the Central Government seeking exemption from attaching an annual accounts of subsidiaries and expects to receive the same.

The some key information has been disclosed in a brief abstract forming part of this Annual Report. Accordingly, the report contains the consolidated audited financial statements prepared as per Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the accounting standards prescribed by the ICAI.

Further, the annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiaries at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the Company/its subsidiaries at the Registered Office of the Company and that of the respective subsidiary companies.

Conservation of energy, technology absorption A statement containing the necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report as Annex 2.

Particulars of employees

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annex 3. However, as permitted by section 219(I)(b ) (iv) of the Companies Act, 1956, this Annual Report is being sent to all shareholders excluding the said Annexure. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the Registered Office of the Company.

Insurance

All the insurable interests of the Company, including plant and machinery, stocks, loss of profits, standing charges and insurable interest are adequately insured.

Auditors

M/s. Deloitte Haskins & Sells, statutory auditors of the Company, retire and being eligible, have indicated their willingness to be re- appointed. The observations made in the Auditors Report are self- explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost accounting records

As required under the order made by the Central Government, the Company is maintaining necessary cost accounting records with respect to cotton textiles.

Acknowledgements

Your Directors express their gratitude for the cooperation and support received from vendors, customers, banks, financial institutions, shareholders and society at large. Your Directors also take, on record, their appreciation for the contribution and hard work of employees across all levels. Without their commitment, inspiration and hard work, your Companys consistent growth would not have been possible.

On behalf of the Board,

Date : April 30, 2010 Dinesh B. Patel

Place : Ahmedabad Chairman