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Directors Report of Vertex Spinning Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2015.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars 31.03.2015 31.03.2014

Sales 28,96,884 8,022,259

Other Income - -

Increase / decrease in stock 24,52,737 6,049,181

Total expenditure 28,164,719 41,088,298

Profit before tax (25,267,834) (33,066,039)

Current Tax

Deferred tax liabilities (10,46,400) (441,347)



Profit after tax (24,221,434) (32,624,692)

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial years and the subsequent fallout, FY 2014-15 was an extremely challenging year for your Company. The operations of the Company also hit by the market sentiments and overall profitability of the company is also shown downtrend during the year.

During the year under review the sales turnover of the Company come down to Rs.28,96,884/- as compared to previous years of Rs. 80,22,259/-. Also the net Loss after tax also moved down from the last year. The net loss after tax reduced during the year and stood at Rs.24,221,434/-.

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

ASIA'S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)

A BIRD EYE VIEW OF ASIA'S BIGGEST - VERTEX TEXTILE PARK & MEGA INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006 for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3, 2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2, 2007.

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by the Government of Maharashtra on 29 September 2007. This was signed by the principal Secretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Industries and present Chief Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the Government of Maharashtra. Registration of the lease deed for 99 years took place on August 8, 2008. Subsequently the VERTEX INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.

MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5 Megawatt Power Station in the month of August 2009, which will be handed over to the MSEB for supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the India's total cotton production. This important region produces 17% of cotton yarn on 16.6 spindles of country's total installed capacity. The State has the largest number of 100% Export Oriented units, that's more than 560 or 22% of the country's EOU. The state also accounts for 30% of the Country's exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and the prospective associated are to benefit from not just another textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh before Marathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100, water facilities, street lamps etc. are already in place. This township offers readymade galas starting from 5000 square ft. to larger made to order sheds, industrial buildings and factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing Homes, Banks and ATMs, Hotels and Food Courts, and Schools and Colleges.

Generously spread out between latitude 20 38' to 21 61' N and longitude 73 50' to 75 11'. Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound the region in the north. The height varying between 300 to 600 meters above sea level makes for cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7,19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub division has around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a cotton growing area, central to the nation's textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level Private Sector Industrial Park. The Park also happens to be the first Private Sector Industrial Park to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold on properly, permissions have been also been granted for hypothecation of land and building to financial institutions.

The park also has an extra street radial feeder power supply. There are registered plant and machinery suppliers on site. The project aims to build valuable Foreign Exchange.

Finished products can be display at the facilities made available here. Arrangements of Contractors, Architects, Electrical Suppliers, and Contractors have been made. The park fails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent Treatment Plant (DETP) Systems are part of the park.

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep the town bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keep the place well connected. The park has a well-planned duct drench System for utilities. 15% green space has been allocated to keep the project, environment friendly.

Local Bus and State Transportation facilities are on the charts. The project promises case to basis, height and margin relaxation. The township ensures low maintenance cast with a healthy atmosphere. Basic infrastructure here includes, Compound Lancing for Security , Drainage System, Sewage Collation and Dumping System, Solid Waste Collation and Dumping System, , Power Sub-Station and Distribution Systems, Water Storage and Distribution System, Street Lighting Water Harvesting, Storm Water Management, Landscape Gardens, a 5 Star Hotel, an Engineering Collage and a Medical College with a 300 bed Hospital, a Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump Stations, Fire Lighting arrangements, and everything that's necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures up to 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated for CFC or commercial plots. The open spaces areas measure up to 140500.08 square meters which amounts to 10.03 percent of the land. 19.8 percent or 78329.83 square meters makes up the total road area.

Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing, Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters, Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging, Readymade Garments, Bulletproof.

Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth, Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing, Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick Formulations, Weighing Scales, Screen Printer mfg, qots Grinding Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg, Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg, Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals, Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines, Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg, Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant mfg, Carding, Drawing Units, Ginning Industries, and more are expected to associate with this unique venture.

Here's how associates are going to benefit. All types of micro and small units are allowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years. Under the same subsidy, all types of medium and large units are allowed 25% fixed capital investment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15 years. In the Octroi Free Zone refund of Octroi duties are on the charts. All units are to be allowed stamp duty exemption upto March 31, 2012.

All units are also liable to a maximum of 5% interest subsidy on the plant and machineries for Technology up gradation. All units are to have subsidy on quality certification valued to the tune 50% expenses upto 1 lac. Similarly all units are to have subsidy on patent registration to the tune 50% expenses upto 5 years.

Take a look at the finance involved with the project. The total capital outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investments in Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities. Your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the company will start building construction activity their.

DIVIDEND

In view of loss incurred in the current year and keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the Company's Mega Textile Park at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2014-15.

INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year under review

DIRECTORS

Shri Suresh Sharma is being liable for retire by rotation and offer himself to appoint further as Director of the Company.

The brief particulars of Director, for which approval of members for their appointment or re- appointment are sought, have been provided below pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-

SHRI SURESH SHARMA, HAVE VAST KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT INFORMATION SYSTEM ETC. HE IS ASSOCIATED WITH THE GROUP COMPANIES IN VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE MANAGEMENT OF THE COMPANY.

Board Meeting

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. of this Annual Report.

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programs for familiarization 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.

Directors' Responsibility statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—

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

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

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

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

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

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Samar Mohapatra, , Mr. Shiv Kumar Misra and Mr. Surendra Mungee Refer Page no. of Corporate Governance report for details.

Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors' Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached to this Directors' Report.

Auditors:

The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas, retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 139 (1) of the Companies Act, 2013 confirming their eligibility for reappointment. The Auditor Report for the financial year ended March 31, 2015 is annexed herewith and is part of the Annual Report.

Employee Relations:

The relations between the employees and management continued to be cordial during the year.

Particulars of Employees and related disclosures:

No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014 are given below.

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of some of the measures undertaken to optimize energy conservation are.

Manufacturing plant of the company was not functional during the reporting period.

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out for Export Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil

Earned : Nil

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Comments of the Board of Directors on Qualifications on Auditors Reports:

Auditors Reports are self Explanatory and does not require any comments on this respect.

Board Comments on Secretarial Audit Qualifications:

Since there was no manufacturing activity is carried on by the Company during last year, and the loss of business company cannot give proper attention to the legal and regulatory compliance matters. However management is in the process of regularizing all legal and procedural compliances.

Particulars of loans, guarantees or investments under section 186:

Company has not provided any loans ,made investments , Given guarantees and provided securities during the previous year.

Related Party Transaction under sub-section (1) of section 188:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality related party transactions.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Company's Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.

For and on behalf of the Board of Directors

Suresh Sharma Chairman

Place: Mumbai Date: 01st September 2015

Registered Office: 1011, Embassy Centre, 207, Nariman Point, Mumbai-400 021.


Mar 31, 2013

To The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS

(Amount in Rs.)

"Particulars 31.03.2013 31.03.2012

Sales 40,040,000 38,70,42,129

Other Income

Increase / decrease in stock 9.00 1,71,613

Total expenditure 55,847,104 417,998,310

Profit before tax (15,807,104) (30,956,181)

Current Tax _

Deferred tax liabilities

(849,981) 10,53,992

Profit after tax 14,957,123 (29,902,189)

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2012-13.

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial years and the subsequent fallout, FY 2012-13 was an extremely challenging year for your Company. The operations of the Company also hit by the market sentiments and overall profitability of the company is also shown downtrend during the year.

During the year under review the sales turnover of the Company changes to Rs.40,040,000/- as compared to previous years of Rs. 387,042,129/-. Also the net profit/Loss after tax also moved down from the last year. The net loss after tax reduced during the year and stood at Rs. 14,957,123/-.

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006 for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3, 2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2 2007. J ''

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by the Government of Maharashtra on 29 September 2007. This was signed by the principal Secretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Industries and present Chief Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the Government of Maharashtra. Registration of the lease deed for 99 years took place on August 8, 2008. Subsequently the VERTEX INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.

MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5 Megawatt Power Station in the month of August 2009, which will be handed over to the MSEB for supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the India''s total cotton production. This important region produces 17% of cotton yam on 16.6 spindles of country s total installed capacity. The State has the largest number of 100% Export Oriented units, that''s more than 560 or 22% of the country''s EOU. The state also accounts for 30% of the Country''s exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and the prospective associated are to benefit from not just another textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh before Marathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100, water facilities, street lamps etc. are already in place. This township offers readymade galas starting from 5000 squares ft. to larger made to order sheds, industrial buildings and factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing Homes, Banks and ATMs, Hotels and Food Courts, and Schools and Colleges.

Generously spread out between latitude 20 38'' to 21 61'' N and longitude 73 50'' to 75 11''. Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound the region in the north. The height varying between 300 to 600 meters above sea level makes for cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub division has around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a cotton growing area, central to the nation''s textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level Private Sector Industrial Park. The Park also happens to be the first Private Sector Industrial Park to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold on properly, permissions have been also been granted for hypothecation of land and building to financial institutions.

The park also has an extra street radial feeder power supply. There are registered plant and machinery suppliers on site. The project aims to build valuable Foreign Exchange.

Finished products can be display at the facilities made available here. Arrangements of Contractors, Architects, Electrical Suppliers, and Contractors have been made. The park fails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent Treatment Plant (DETP) Systems are part of the park. .

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep the town bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keep the place well connected. The park has a well-planned duct drench System for utilities. 15% green space has been allocated to keep the project, environment friendly.

Local Bus and State Transportation facilities are on the charts. The project promises case to basis, height and margin relaxation. The township ensures low maintenance cast with a healthy atmosphere. Basic infrastructure here includes, Compound Lancing for Security , Drainage System, Sewage Collation and Dumping System, Solid Waste Collation and Dumping System, , Power Sub-Station and Distribution Systems, Water Storage and Distribution System, Street Lighting Water Harvesting, Storm Water Management, Landscape Gardens, a 5 Star Hotel, an Engineering Collage and a Medical College with a 300 bed Hospital, a Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump Stations, Fire Lighting arrangements, and everything that''s necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures up to 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated for CFC or commercial plots. The open spaces areas measure up to 140500.08 square meters which amounts to 10.03 percent of the land. 19.8 percent or 78329.83 square meters makes up the total road area.

Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing, Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters, Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging, Readymade Garments, Bulletproof.

Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth, Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing, Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick Formulations, Weighing Scales, Screen Printer mfg, qots Grinding Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg, Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg, Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals, Auto Comers and Blowers, Winding Plant mfg, Table Calendar Machines, Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg, Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver Beams and Cl Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant mfg, Carding, Drawing Units, Ginning Industries, and more are expected to associate with this unique venture.

Here''s how associates are going to benefit. All types of micro and small units are allowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years. Under the same subsidy, all types of medium and large units are allowed 25% fixed capital investment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15 years. In the Octroi Free Zone, refund of Octroi duties are on the charts. All units are to be allowed stamp duty exemption up to March 31, 2012.

All units are also liable to a maximum of 5% interest subsidy on the plant and machineries for Technology up gradation. All units are to have subsidy on quality certification valued to the tune 50% expenses up to 1 lac. Similarly all units are to have subsidy on patent registration to the tune 50% expenses up to 5 years.

Take a look at the finance involved with the project. The total capital outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investments in Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities. Your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the company will start building construction activity there. The company will expected to start production activity there in the current Financial year 2012-13.

DIRECTORS

Shri Sachin Sharma and Shri S.B. Mohapatra are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all Directors, for which approval of members for their appointment or re-appointment are sought, have been provided below pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-

ATTHE ENSUING ANNUAL GENERAL MEETING, SHRI SACHIN SHARMA AND SHRI S. B. MOHAPATRA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE BY ROTATION AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.

PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS ARE GIVEN BEL0W:-

SHRI SACHIN SHARMA AND SHRI S B MOHAPATRA , HAVE VAST KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT INFORMATION SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE MANAGEMENT OF THE COMPANY.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the Directors state that:

That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 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.

That the Directors have taken proper and sufficient care of 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.

That the Directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring auditor who have express their willingness for re-appointment.

Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is proposed by a member of the Company, to appoint as Auditor of the Company. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS* REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being Traded. The Company has paid Listing Fees for the year 2013- 14.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report is provided in separate section and forming part of this report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy Corporate Governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your Directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the Investors, various Government and Semi-Government Departments, Banks and Financial Institutions, Customers, Suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

For and on behalf of Board of Director

Sd/-

(Suresh Sharma)

Chairman Place: Mumbai.

Date: 01/09/2013.


Mar 31, 2012

To The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars 31.03.2012 31.03.2011

Sales 38,70,42.129 73,60,41,865

Other Income -

Increase / decrease in stock 1 ,71,613 1,84,77,296

Total expenditure 417.998.310 747.162.008

Profit before tax (30,956,181) (11,120,143)

Provision for Taxation -

Provision of FBT -

Provision for Deferred tax liabilities 10,53,992 10,809,386

Profit after tax (29,902,189) (310,757)

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2011-12

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial years and the subsequent fallout, FY 2011-12 was an extremely challenging year for your Company. The operations of the Company also hit by the market sentiments and overall profitability of the company is also shown downtrend during the year.

During the year under review the sales turnover of the Company changes to Rs. 38,70,42.129/- as compared to previous years of Rs. 73,60,41,865/-. Also the net profit/Loss after tax also moved down from the last year. The net loss after tax of Rs. (29,902,189) as compared to previous year of Rs. (310,757).

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

ASIA''S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)

A BIRD EYE VIEW OF ASIA''S BIGGEST - VERTEX TEXTILE PARK & MEGA INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006 for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3, 2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2, 2007.

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by the Government of Maharashtra on 29 September 2007. This was signed by the principal Secretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Industries and present Chief Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the Government of Maharashtra. Registration of the lease deed for 99 years took place on August 8, 2008. Subsequently the VERTEX INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.

MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5 Megawatt Power Station in the month of August 2009, which will be handed over to the MSEB for supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the India''s total cotton production. This important region produces 17% of cotton yarn on 16.6 spindles of country''s total installed capacity. The State has the largest number of 100% Export Oriented units, that''s more than 560 or 22% of the country''s EOU. The state also accounts for 30% of the Country''s exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and the prospective associated are to benefit from not just another textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh before Marathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100, water facilities, street lamps etc. are already in place. This township offers readymade galas starting from 5000 squares ft. to larger made to order sheds, industrial buildings and factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing Homes, Banks and ATMs, Hotels and Food Courts, and Schools and Colleges.

Generously spread out between latitude 20 38'' to 21 61'' N and longitude 73 50'' to 75 11''. Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound the region in the north. The height varying between 300 to 600 meters above sea level makes for cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub division has around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a cotton growing area, central to the nation''s textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level Private Sector Industrial Park. The Park also happens to be the first Private Sector Industrial Park to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold on properly, permissions have been also been granted for hypothecation of land and building to financial institutions.

The park also has an extra street radial feeder power supply. There are registered plant and machinery suppliers on site. The project aims to build valuable Foreign Exchange.

Finished products can be display at the facilities made available here. Arrangements of Contractors, Architects, Electrical Suppliers, and Contractors have been made. The park fails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent Treatment Plant (DETP) Systems are part of the park.

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep the town bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keep the place well connected. The park has a well-planned duct drench System for utilities. 15% green space has been allocated to keep the project, environment friendly.

Local Bus and State Transportation facilities are on the charts. The project promises case to basis, height and margin relaxation. The township ensures low maintenance cast with a healthy atmosphere. Basic infrastructure here includes, Compound Lancing for Security , Drainage System, Sewage Collation and Dumping System, Solid Waste Collation and Dumping System, , Power Sub-Station and Distribution Systems, Water Storage and Distribution System, Street Lighting Water Harvesting, Storm Water Management, Landscape Gardens, a 5 Star Hotel, an Engineering Collage and a Medical College with a 300 bed Hospital, a Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump Stations, Fire Lighting arrangements, and everything that''s necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures up to 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated for CFC or commercial plots. The open spaces areas measure up to 140500.08 square meters which amounts to 10.03 percent of the land. 19.8 percent or 78329.83 square meters makes up the total road area.

Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing, Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters, Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging, Readymade Garments, Bulletproof.

Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth, Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing, Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick Formulations, Weighing Scales, Screen Printer mfg, qots Grinding Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg, Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg, Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals, Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines, Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg, Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant mfg, Carding, Drawing Units, Ginning Industries, and more are expected to associate with this unique venture.

Here''s how associates are going to benefit. All types of micro and small units are allowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years. Under the same subsidy, all types of medium and large units are allowed 25% fixed capital investment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15 years. In the Octroi Free Zone refund of Octroi duties are on the charts. All units are to be allowed stamp duty exemption upto March 31, 2012.

All units are also liable to a maximum of 5% interest subsidy on the plant and machineries for Technology up gradation. All units are to have subsidy on quality certification valued to the tune 50% expenses upto 1 lac. Similarly all units are to have subsidy on patent registration to the tune 50% expenses upto 5 years.

Take a look at the finance involved with the project. The total capital outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investments in Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities. Your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the company will start building construction activity their. The company will expected to start production activity their in the current Financial year 2012-13.

DIRECTORS

Shri Surendra Mungee and Shri Girija Prasad Sharma are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all Directors, for which approval of members for their appointment or re-appointment are sought, have been provided below pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-

AT THE ENSUING ANNUAL GENERAL MEETING, SHRI SURENDRA MUNGEE AND SHRI GIRIRAJ PRASAD SHARMA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE BY ROTATION AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.

PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS ARE GIVEN BELOW:-

SHRI SURENDRA MUNGEE AND SHRI GIRIRAJ PRASAD SHARMA, HAVE VAST KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT INFORMATION SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE MANAGEMENT OF THE COMPANY.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the Directors state that:

That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 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.

That the Directors have taken proper and sufficient care of 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.

That the Directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring auditor who have express their willingness for re-appointment.

Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is proposed by a member of the Company, to appoint as Auditor of the Company. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS'' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s shares are being traded. The Company has paid Listing Fees for the year 2012- 13.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report is provided in separate section and forming part of this report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy Corporate Governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your Directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the Investors, various Government and Semi-Government Departments, Banks and Financial Institutions, Customers, Suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

For and on behalf of Board of Director

Sd/-

Suresh Sharma

Chairman Place: Mumbai.

Date: 31/08/2012.


Mar 31, 2010

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars 31.03.2010 31.03.2009

Sales 93,40,29,917 45,91,90,637

Other 5,23,700 9,30,445 Income

Increase / 75,34,773 (1,16,44,877) decrease in stock

Total 93,99,44,028 43,82,62,243 expenditure

Profit 21,44,362 1,02,13,962 before tax

Provision 3,55,000 11,00,000 for Taxation

Provision of - 40,000 FBT

Provision 55,91,145 3,53,08,634 for Deferred tax liabilities

Profit after (38,01,783) (2,62,34,672) tax

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the Companys Mega Textile park at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2009-10.

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial year and the subsequent fallout, FY 2010 was an extremely challenging year for your Company. However, the resilience and inherent strengths of your Companys brands, quality manufacturing and deep network relationships enabled your Company to weather the downturn and achieve better performance in FY 2010.

During the year under review the sales turnover of the Company shows a step upward trend of Rs. 93,40,29,917/- as compared to previous years of Rs. 45,91,90,637/-. However the net profit after tax also shows recover mode from the last year recession mania. The net profit after tax of Rs. (38,01,783) as compared to previous year of Rs. (2,62,34,672).

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

ASIAS BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006 for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3, 2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2, 2007.

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by the Government of Maharashtra on 29 September 2007. This was signed by the principal Secretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Industries and present Chief Minister of Maharashtra, and Mr. Satish Chavan, textile Minister of the Government of Maharashtra. Registration of the lease deed for 99 years took place on August 8, 2008. Subsequently the VERTEX

INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.

MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5 Megawatt Power Station in the month of August 2009, which will be handed over to the MSEB for supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the Indias total cotton production. This important region produces 17% of cotton yarn on 16.6 spindles of countrys total installed capacity. The State has the largest number of 100% Export Oriented units, thats more than 560 or 22% of the countrys EOU. The state also accounts for 30% of the Countrys exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and the prospective associated are to benefit from not just another textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh before Marathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100, water facilities, street lamps etc. are already in place. This township offers readymade galas starting from 5000 squares ft. to larger made to order sheds, industrial buildings and factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre (CFC) for a club house and gym, hospitals and nursing homes, banks and ATMs, hotels and food courts, and schools and colleges.

Generously spread out between latitude 20 38 to 21 61 N and longitude 73 50 to 75 11. Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound the region in the north. The height varying between 300 to 600 meters above sea level makes for cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7,19,785 lacs. The Dhule talukas sub- divisions has approx 168 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub division has around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and the NH-211 from Dhule to Solapur make Nardhan, primarily a cotton growing area, central to the nations textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level private sector Industrial Park. The Park also happens to be the first private sector industrial park to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold on properly, permissions have been also been granted for hypothecation of land and building to financial institutions.

The park also has an extra street radial feeder power supply. There are registered plant and machinery suppliers on site. The project aims to build valuable Foreign Exchange.

Finished products can be display at the facilities made available here.

Arrangement of contractors, architects, electrical suppliers, and contractors have been made. The park fails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewage treatment Plants (STPs), and distributed Effluent Treatment Plant (DETP) Systems are part of the park.

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep the town bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keep the place well connected. The park has a well-planned duct drench System for utilities. 15% green space has been allocated to keep the project, environment friendly.

Local Bus and state Transportation facilities are on the charts. The project promises case to basis, height and margin relaxation. The township ensures low maintenance cast with a healthy atmosphere. Basic infrastructure here includes, compound lancing for security , drainage system, sewage collation and dumping system, solid waste collation and dumping system, , power sub-station and distribution systems, water storage and distribution system, street lighting water harvesting, storm water management, landscape gardens, a 5 star hotel, an engineering collage and a medical college with a 300 bed hospital, a police Station, a bus terminal, rickshaw stands, car parks a truck terminal along with weighing scales, petrol, diesel, and gas pump stations, fire lighting arrangements, and everything thats necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures up to 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated for CFC or commercial plots. The open spaces areas measure up to 140500.08 square meters which amounts to 10.03 percent of the land. 19.8 percent or r78329.83 square meters makes up the total road area.

Woolen hosiery, cotton knitted fabric, furs, dying and processing, woven textiles, shawls, technical textile, spinning, polyesters, worsteds, acrylic, texturising, carpets handlooms, auto looms, sizing units, cone machinery, washing, banarasi sari, silks, packaging, readymade garments, bulletproof

Clothing, flex clothing, multilayer films, tarpaulin, tent house cloth, poly cotton canvas, road fabric and cloth, fire brigade clothing, mineral textiles, aramid clothing, spandex textiles, lurex, embossing rolls, squeezing and dying plants, spindle mfg, adhesive plants, stick formulations, weighing scales, screen printer mfg, qots grinding plants, water treatment plant mfg, manufacturing computer mfg, plastic plant mfg, bobbin plant mfg, insulation plant mfg, paper tubes mfg, Industrial lighting, tools pneumatic mfg, humidification plant and monitor mfg, electrical units, compressors mfg, frequency inverter mfg, ginning and processing mfg, non woven textile, printing, chemicals, auto corners and blowers, winding plant mfg, table calendar machines, testing instrument mfg, industrial shoes mfg, electrical cable mfg, calendaring mfg, hardware and fasteners units, wrapping mfg, weaver beams and CI graded hubs (foundry), blankets mfg, dyes and chemicals plants, V-belt mfg, nuts, springs, and compressors mfg, washing plant mfg, carding, drawing units, ginning industries, and more are expected to associate with this unique venture.

Heres how associates are going to benefit. All types of micro and small units are allowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years. Under the same subsidy, all types of medium and large units are allowed 25% fixed capital investment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15 years. In the Octroi Free Zone refund of Octroi duties are on the charts. All units are to be allowed stamp duty exemption upto March 31,2011.

All units are also liable to a maximum of 5% interest subsidy on the plant and machineries for Technology up gradation. All units are to have subsidy on quality certification valued to the tune 50% expenses upto 1 lac. Similarly all units are to have subsidy on patent registration to the tune 50% expenses upto 5 years.

Take a look at the finance involved with the project. The total capital outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investments in Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

The proposed infrastructure funding pattern stands clear for Rs. 110 Cr. The promoters shares of contribution stands at 25% Government of India grants.

40% towards infrastructure finance under the Scheme for Integrated Textile Park. The Balance 35% comes through banks ad market borrowings. Each unit of planned 313 units has to contribute 1.3 cr to 1.8 cr rupees (approx 27,000 to 38,000 US Dollars).

Nardhana Infrastructure Limited has been appointed Project Management Consultant to the VERTEX INTEGRATED TEXTILES PARK venture. The project which commence in 2006 expects to be completed by mid 2011 as per plans.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities, your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company will expected to start production activity their in the current Financial year 2010- 11.

NEW ACTIVITIES

The Company launched a musical CD named as "BHAKTI BHAJANS" which contains a collection of bhajans on Ambe Maa, Bholey Shanker, Lord Krishan, Sai Baba etc. in a very renowned party at "KHAJARANA" Ganesh Mandir, Indore.

The Company is produce a family entertainer movie "HAPPY HUSBANDS" in collaboration with Phnenomenal Crafts P. Ltd. which is expected to release upto June 2010.

In the present scenario of our country , the news paper is a most important and essential instrument through which the people can express their views and opinions etc. Taking into consideration the importance of daily news paper, the Company has decided to add one more horizon into its diversified activities. The company has ventures into a new line of business activity of publication of daily/weekly news paper. The Company has planned to published its daily/weekly news paper from 3 major states of the Country i.e. Maharashtra, Madhya Pradesh, Chhattisgarh.

DIRECTORS

Shri S.N. Mungi and S. K. Mishra are being liable for retire by rotation and offer them self to appoint further as Director of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 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.

That the directors have taken proper and sufficient care of 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. that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s. Kalpesh Trivedi & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self- explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys shares are being traded. The Company has paid Listing fees for the year 2009-10.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the company follows healthy corporate governance practices and reports to shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and forming part of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

For and on behalf of Board Date: 03/06/2010 Place: Mumbai (Suresh Sharma) Chairman

 
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