Directors Report of Nakoda Ltd.

Mar 31, 2015

Dear Members,

The directors present 30th Annual report on the business and operations of the company together with Audited Statement of Accounts of the company for the 15 months period ending 31st March 2015.

Financial Results (Standalone):

The standalone summarized financial results for the period ended 31/03/2015 are as under:

(Rs.in crores)

Particulars As on As on 31/03/2015 31/12/2013

Turnover and other income 1497.76 2779.30

Gross profit/L.oss(-) before Financial Charges & depreciation. -393.79 166.65

Interest and Financial Charges 276.05 61.66

Profit/Loss(-) before depreciation -669.84 105.19

Depreciation 46.85 31.03

Profit /Loss(-)for the year -716.69 74.16

State of Company's affairs and future outlook :

During the year the turnover has drastically reduced mainly on account of working capital liquidity crunch. The CDR package of the company was not implemented by the lending banks resulting in stoppage of production activities during major period. The stoppage of production has further aggravated the realization of debtors and receivables adding to the liquidity crisis. The non co operation by the bankers and non provision of funds under CDR package has forced the management to close down the plants . The company has,since received notices from the secured creditors for recovery of debts under SARFAESI Act 2002. The management has decided to take appropriate remedial legal action to protect the interest of the company.

The net worth of the company has been totally eroded on account of heavy losses and the company has become a sick company under SICA and the reference shall be made to BIFR for .appropriate directions. Meanwhile the directors are making best efforts to revive the company and to resume production activities.

Dividend :

In view of heavy losses and erosion of net worth the directors do not recommend any dividend for the year under review.

Amounts Transferred to Reserves ;

In view of heavy losses no amount has been transferred to reserves.

Capital Structure: .

There is no change in capital structure during the year and the paid up share capita! has remained unchanged to Rs. 150 crores and no disclosure is required to be made under Companies (Shares Capital and debenture Rules 2014).

Extract of Annual return : -

The extract of Annual return in format MGT-9 for the financial year ended 31/03/2016 is enclosed with this report.

Number of Board Meetings :

During the year 2014-15 (01/04/2014 to 31/03/2015) 6 meetings of Board of Directors were held.

Particulars of Loan, Guarantees and Investments Under Section 186:

Details of investments made and loan advanced by the company have been given in note no 9 and 10 to the financial statement.

Particulars of Contracts or Arrangements with Related parties:

The company has entered into contract /arrangement with the related party in ordinary course of business on arms length basis thus the envisions of section 188(1) of the Companies act 2013 are not applicable.

Explanation to Auditor's Remarks:

There is no material qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and/ or by the secretarial auditor in the secretarial Audit Report, and hence no clarification is required to be made.

Material Changes Affecting the Financial Position of the Company:

No material change / events have occurred after balance sheet date till the date except that company has received notice from the secured creditors for'recovery of debts under SARFAESI Act 2002.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Conservation of Energy:

Company is making all efforts for conservation of energy However no capital investment has been made for energy conservation equipments

Technology Absorption:

The company has not availed any imported technology and there is no areas for absorption. Company do not have any specific activities for research and development.

Foreign Exchange Earnings / outgo:

Earnings 11.50 lacs Outgo Nil

Details of Subsidiary, Joint Venture or Associates:

The names of each of the companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year along with the details of their performance and financial position is given in annexure to the report.

Risk Management Policy:

Company has formulated the risk management policy identifying the elements of risk. If any, which in the opinion of the board, may threaten the existence of the company However no risk management committee has been constituted.

Details of Directors and Key Managerial Personnel:

The details of Directors and key managerial persons as on date of report is as under:

Name of Director/KMP Designation Date of Appointment

Sabulal Gumanmal Jain Managing director 05/05/2005

Devendra Babulal Jain Joint Managing 05/05/2005 director

Raj Kumar Gupta Independent 01/03/2014 Director

Ashok Kumar Jain Independent 12/08/2014 Director

Poonam Nandkishor independent Khandelwal Director 31/03/2015

Devendra Babulal Jain CFO 31/03/2015

Details of significant & materia! orders passed by the regulators or courts or tribunal:

No significant and materia! orders have been passed by the regulators or courts or tribunal against the company during the year under review.

Deposits:

Company has not accepted any public deposit covered under chapter V of The Companies Act 2013 and hence no details pursuant to Rules 8(v) and 8 (vi) of The Companies Accounts) Rules 2014 are required to be reported.

Receipt of any commission by MD / WTD from a Company or for receipt of commission/ remuneration from its holding or subsidiary:

No commission has been received by Managing Director or whole Time Director of Company from the company or its holding or subsidiary. & hence no details are required to be provided.

Declaration by independent Director:

The independent directors have given declarations as required under provisions of section 149(7) of The Companies Act 2013 affirming that they meet the criteria of independence provided in section 149(6) of Companies act 2013.

Secretarial Audit report:

Secretarial audit report in prescribed format MR 3 given by a Practicing Company Secretary is annexed to this report.

Corporate Social Responsibility (CSR) Policy:

In view of weak financial position of company no CSR activities has been undertaken by company during the year. In absence of CSR activities no committee for the purpose has been constituted.

Statement indicating the Manner in which formal Annual Evaluation has been made by the board of Its own Performance, its Director, and that of its Committees:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees Nomination & Remuneration Committee Policy:

The particulars pertaining to constitution of Nomination and remuneration committee and its terms of reference are provided in report on corporate governance. Corporate Governance:

The report on corporate gover nance pursuant to compliance with clause 49 of the listing agreement is annex with the board's report.

Managerial Remuneration:

The company has not paid any remuneration to managing and whole time directors during the year under review.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) 2013:

No cases of sexual harassment of women at the work place has been reported during the period under review.

Statutory Auditors:

M/s N M Singapuri and Company the retiring auditors are proposed to be reappointed at ensuing Annual genera! Meeting. There is no change in statutory Auditors during the 15 month period ended on 31/03/2015.

Directors Responsibility Statement:

in accordance with the provision of section 134(5) of the Companies act 2013, your directors confirm that:

In the preparation of annual accounts for the financial year ended 31st march 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as at 31st march and of the profit / loss of the company for that period;

The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The directors had prepared the annual accounts on a going concern basis;

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

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 affectively.

Acknowledgement:

The directors express their sincere appreciation to the valued shareholders, bankers, clients, business associates and various statutory authorities and agencies of central & state governments for their support.

For and on behalf of the Board of Directors of Nakoda Ltd.

Place Surat B.G.Jain

Date 25/05/2015 Chairman & Managing Director.

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Dec 31, 2012

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Accounts for the year ended 31st December 2012.

FINANCIAL RESULTS

The Company''s financial performance during the year is summarized below:

(Rs. In Cr)

Year Ended 31st December 2012 2012 2011

Turnover & Other Income 2586.68 2145.70

Gross Profit (before Financial Charges & Depreciation) 133.73 110.13

Interest & Financial Charges 46.60 35.65

Profit before Depreciation (Cash Profit) 87.13 74.48

Depreciation 27.54 25.84

Profit for the year 59.59 48.64

FINANCIAL HIGHLIGHTS

The Gross Income of the Company for the year rose to Rs. 2586.68 Crfrom Rs. 2145.70 Crduring the previous yearshowing a growth of 20.55%. Gross Profit (before Financial Charges and Depreciation) grew by 21.43% and stood at Rs. 133.73 Crfor the year compared to Rs. 110.13 Crduring the previous year; Profit for the year grew at an impressive rate of 22.51% and was registered at Rs. 59.59 Cr against Rs. 48.64 Cr during the previous year. The Company, accordingly, exhibited an all round improved performance with handsome growth.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.25 per equity share of Rs.5 each for the year ended 31st December, 2012 for yourconsideration.

The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the Book closure date.

OPERATINGRESULTS

The year 2012 was another year of growth for the Company. Your Company showed an improvement in business as compared to the previous year despite high raw material and fuel prices. Your Company recorded 20.55% growth in net revenue at Rs. 2586.68 Cr from Rs. 2145.70 Cr last year, which enabled the Company to maintain its track record of sustained year-on-year growth. The growth in revenue was largely driven by higher sales volumes, aided by new capacities of POY, fDy & DTY of about 60000 MTPA which commenced commercial production during the year.

EXPANSION PROGRAMME

Your Company is setting up a 2,80,000 MTPA plant comprising of Continuous Polymerisation, Direct Melt Spinning for the manufacture of pOy and FDY in the denier range of 30 to 500 having 12 to 578filaments in Bright, Semi-dull, Full-dull, Cationicand Dope- dyed yarns at new location. After the completion of the Expansion Project, Nakoda will be in a position to cater to the entire range of Polyester yarns in the domestic as well as international market. The project is estimated to cost Rs. 1746 Cr. and is proposed to be financed by a mix of equity, internal resources and also long terms debts. The required equity for the same is already raised through GDRs and fully committed through preferential allotments to the promoters and strategic investors.

CAPITALSTRUCTURE

During the year under review, the share capital of your Company was changed/altered by further allotments as under:

Company has issued and allotted 4,86,00,000 equity shares of Rs. 5/- each at a premium of Rs. 5/- per equity share on conversion of 97,20,000 Warrants of Rs. 50/- each on 30.03.2013 to the Promoters'' Group of the Company and Non- promoter investors.

It has also issued and allotted 2,92,00,000 Warrants of Rs. 100/- each convertible into 29,20,00,000 equity shares of Rs. 5/- each at a premium of Rs. 5/- per equity share (i.e. 10 Equity Shares for each Warrant allotted) within 18 months from the date of allotment i.e. 18.01.2013 to the Promoters'' Group of the Company and Non- promoterinvestors.

SUBSIDIARY COMPANIES

A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend is attached to this report.

Annual accounts of subsidiary companies and the related detailed information will be made available to the holding and subsidiary company investors, seeking such information. Copies of the annual accounts of the subsidiary companies are available for inspection by any investor at the registered Office as well as the Administrative office of the company between 11.00 a.m. to 1.00 p.m. on all working days.

DIRECTORS

Sh. D. B. Jain is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Sh. B. L. Maheshwari is retiring by rotation attheforthcomingAnnual General Meeting and being eligible offers himself for re- appointment.

Sh. S. K. Bhoan is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

The Board has proposed reappointment of Sh. D. B. Jain as Joint Managing Director of the company for a period of five years w.e.f. 1st July 2013.

INTERNALCONTROLSYSTEMS

The Company has put in place adequate and effective system solutions to manage internal controls to ensure that all company assets and interests are safeguarded properly. All transactions are recorded, authorized and approved properly. Reliability and accuracy of accounting data are ensured with proper checks and balances for complying with various statutory requirements. The company has implemented SAP, a world class process to strengthen our Information Technology system and business processes and gone live on 03.01.2012. SAP is a comprehensive tool which enables the company to do the business in a more efficient and systematic manner.

CORPORATE GOVERNANCE

In line with guidelines recommended by Securities & Exchange Board of India (SEBI), adequate steps have been taken to ensure that all the mandatory provisions of Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is included as part of the Annual Report. The Auditors'' certificate confirming compliance of Corporate Governance is included in the said Corporate Governance report.

SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES

During the year, no major accident took place in plant operations at Karanj. A safety committee has been formed consisting of group of persons from different departments which overlooks safe working conditions.

The company has provided Safety Helmets, Safety belts with full attachments, Gloves, Aprons, Shoes etc as personal protective equipments, Fire alarm system is attached to security office and various other measures are taken for the safety of employees. Safety training and awareness programes are being conducted throughouttheyear.

Your Company has complied with various emission standards and other environmental requirements as perpollution control norms.

LISTING

Equity Shares of your Company are listed on the Mumbai Stock Exchange and National Stock Exchange of India Ltd. Annual listing fees have been paid to the Stock Exchanges. GDRs are listed on Luxembourg Stock Exchange.

EMPLOYEES

The relations with the employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the employees of the Company at all levels.

There is no employee getting remuneration as prescribed under section 217(2A) of the Companies (Particulars of Employees) rules, 1975as amended.

STATUTORY INFORMATION

Statutory information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 applicable to the Company and forming part of this report are set out in Annexure to this report.

AUDITORS

M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment.

HUMAN RESOURCE DEVELOPMENT (HRD)

The company has a strength of 825 permanent employees. Human Resource Development continued to receive focused attention. Industrial relations continued to be cordial throughout the year.

The Company has drawn up plans to attract and retain talent at all levels. The Company also keeps an eye on the attrition levels and draws up appropriate plans to ensure that the employees at all levels find an environment that encourages performance, and transparency in performance appraisal.

FORWARD-LOOKING STATEMENTS

This report contains forward looking statements. All statements that address expectations or projections about the future are forward- looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company''s actual results, performances or achievements could thus differ materially from those projected in any such forward-looking statements.

DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made 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;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We wish to express our gratitude and appreciation for the valuable support and cooperation received from our customers, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments. We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: Mumbai B. G. Jain

Date : 11.05.2013 Chairman & Managing Director

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Dec 31, 2011

The Directors have pleasure in presenting their 27th Annual Report Together with the Audited Accounts for the year ended 31st December 2011.

FINANCIAL RESULTS

The Company's financial performance during the year is summarized below:

(Rs. In Cr)

Year Ended 31st December 2011 2011 2010

Turnover & Other Income 2145.70 1343.31

Gross Profit (before Financial Charges & Depreciation) 109.90 65.86

Interest & Financial Charges 35.65 24.98

Profit before Depreciation (Cash Profit) 74.25 40.88

Depreciation 24.83 7.73

Profit for the year 49.42 33.15

FINANCIAL HIGHLIGHTS

The Gross Income of the Company for the year rose to Rs. 2145.70 Cr from Rs. 1343.31 Cr during the previous year showing a growth of 59.73%. Gross Profit before Financial Charges and Depreciation grew by 66.87% and stood at Rs. 109.90 Cr during the year compared to Rs. 65.86 Cr during the previous year. Profit for the year grew at an impressive rate of 49.08% and was registered at Rs. 49.42 Cr against Rs. 33.15 Cr during the previous year. The Company, accordingly, exhibited an all round improved performance with handsome growth.

DIVIDEND

To plough back the profit for Company's proposed expansion plan your Directors recommend a dividend of Rs. 0.25 per equity share of Rs.5 each on 19,84,00,000 shares for the year ended 31st December, 2011 for your consideration.

The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the Book closure date. OPERATING RESULTS

The year 2011 was another year of rapid growth for the Company. Your Company showed a significant improvement in business as compared to the previous year despite high raw material and fuel prices. Your Company recorded 59.73% growth in net revenue at Rs. 2145.70 Cr from Rs. 1343.31 Cr in the year-ago period, which enabled the Company to maintain its track record of sustained year- on-year growth. The growth in revenue was largely driven by higher sales volumes, aided by new capacities of Polyester Chips of about 50149.77 MTP a which commenced commercial production during the year, and increase in product prices.

The volatility in raw material prices continued throughout the year. Effectively the average international price increase resulting in higher raw material costs for MEG and PTA was about 25% and 22% respectively. In rupee terms, the average price of raw materials during the year increased by 17% compared with the previous year. Notably, in the second half of the year, the Company's raw material prices increased by an unprecedented 61%. The speed and magnitude of the rise results in slowdown in demand but your Company was able to pass on the price increases to a large extent. Tightness in supply due to planned and unplanned plant maintenance shut downs of major raw material suppliers resulted in shortage of PTA and MEG as well as increase in prices. This affected Company's operations for a part of the year.

EXPANSION PROGRAMME

The on-going spinning expansion plan at an estimated cost of Rs.234 Cr. is in the advance stage of implementation and is expected to be completed during the last quarter of the current financial year.

Your Company has decided to venture in to further capacity expansion at a new location by setting up a 2,80,000 MTPA plant comprising of Continuous Polymerisation, Direct Melt Spinning for the manufacture of POY and FdY in the denier range of 30 to 500 having 12 to 578 filaments in Bright, Semi-dull, Full-dull, Cationic and Dope-dyed yarns. After the completion of the Expansion Project, Nakoda will be in a position to cater to the entire range of Polyester yarns in the domestic as well as international market. The project is estimated to cost Rs. 1935 Cr. and is proposed to be financed by a mix of equity and internal resources and also the long terms debts. The required equity for the same is already raised partly through GDRs and partly through preferential allotments to the promoters and strategic investors.

Highlights:

- State of the art R&D facilities to develop specialty yarns which cannot be afforded by small and medium units.

- About 50% of the production to be captively utilized at Surat Super Yarn Park Ltd. (SSYPL) located in vicinity of the project.

- To be the only fully integrated Polyester Filament Yarn plant in the country.

- To be the first fully automatic plant in India.

- 100% coal based captive power generation assuring uninterrupted quality power supply at much cheaper rates.

- Significant savings in packaging cost by elimination of cartons for the material to be supplied to SSYPL.

- Similar savings in the cost of certain inventories like spools, caps, pallets and some other goods.

CAPITAL STRUCTURE

During the year under review, the share capital of your Company was changed/altered by further allotments as under:

Company has issued and allotted 7,20,00,000 equity shares of Rs. 5/- each at a premium of Rs. 10/- per equity share on conversion of 3,60,00,000 Warrants of Rs. 30/- each on 19.12.2011 to the Promoters' Group of the Company and Strategic investors.

It has also issued and allotted 2,03,20,000 Warrants of Rs. 50/- each optionally convertible into 10,16,00,000 equity shares of Rs. 5/- each at a premium of Rs. 5/- per equity share (i.e. 5 Equity Shares for each Warrant allotted) within 18 months from the date of allotment i.e. 30.03.2012 to the Promoters' Group of the Company and Non- promoter investors.

SUBSIDIARY COMPANIES

During the year, Nakoda Green Power Ltd. has been formed as wholly owned subsidiary of the company.

A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend is attached to this report.

Annual accounts of subsidiary companies and the related detailed information will be made available to the holding and subsidiary company investors, seeking such information. Copies of the annual accounts of the subsidiary companies are available for inspection by any investor at the registered Office as well as the Administrative office of the company between 11.00 a.m. to 1.00 p.m. on all working days.

DIRECTORS

Sh. P. P. Vora is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment Sh. P. J. Shah is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Sh. Arvind Sinha, Sh. Ishtiaq Ali and Dr. J. A. Prem were appointed as Additional Directors of the company on 6th August 2011 to hold office till the date of annual general meeting. Their appointment as a regular director is proposed in the ensuing meeting.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with the size of operations and the nature of the business. These controls ensure efficient use and protection of Company's financial and non-financial resources. They also have ensured compliance of stipulated policies, procedures and statues, ensuring accuracy of accounting records and corporate governance.

Regular internal audits and checks ensure that responsibilities are executed effectively.

CORPORATE GOVERNANCE

In line with guidelines recommended by Securities & Exchange Board of India (SEBI), adequate steps have been taken to ensure that all the mandatory provisions of Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is included as part of the Annual Report. The Auditors' certificate confirming compliance of Corporate Governance is included in the said Corporate Governance report.

SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES

During the year, no major accident took place in plant operations at Karanj for proper safety awareness a safety committee has been formed consisting of group of persons from different departments which overlooks safe working conditions.

The company has provided Safety shoes, Helmets, Safety belts with full attachments, Gloves, Aprons etc as personal protective equipments, Fire alarm system is attached to security office and various other safety are taken for the safety of employees. Safety training and awareness programms are being conducted throughout the year.

Your Company has complied with various emission standards and other environmental requirements as per pollution control norms.

In order to improve environment, continuous tree plantations is being done within the factory complex. The Company has constructed water pond for rain water harvesting for increasing ground water level. It provides all types of safety products to all concerned employees.

LISTING

Equity Shares of your Company continue to be listed on the Mumbai Stock Exchange. Annual listing fees have been paid to the Stock Exchange. GDRs are listed on Luxembourg Stock Exchange.

EMPLOYEES

There is no employee getting remuneration as prescribed under section 217(2A) of the Companies (Particulars of Employees) rules, 1975 as amended.

STATUTORY INFORMATION

Statutory information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 applicable to the Company and forming part of this report are set out in Annexure to this report.

AUDITORS

M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment.

HUMAN RESOURCE DEVELOPMENT (HRD)

Human Resource Development continued to receive focused attention. Industrial relations continued to be cordial throughout the year. The company has strength of 520 permanent employees.

The Company has drawn up plans to attract and retain talent at all levels. The Company also keeps an eye on the attrition levels and draws up appropriate plans to ensure that the employees at all levels find an environment that encourages performance, and transparency in performance appraisal.

FORWARD-LOOKING STATEMENTS

This report contains forward looking statements. All statements that address expectations or projections about the future are forward- looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performances or achievements could thus differ materially from those projected in any such forward-looking statements. DIRECTORS RESPONSIBILITY STATEMENT Directors confirm:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made 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;

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We wish to express our gratitude and appreciation for the valuable support and cooperation received from our customers, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments. We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: Mumbai B. G. Jain

Date :12.05.2012 Chairman & Managing Director

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Dec 31, 2010

The Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts for the year ended 31st December2010.

FINANCIAL RESULTS

The Companys financial performance during the year is summarized below:

(Rs. In Million)

Year Ended 31* December 2010 2010 2009

Turnover & other Income 13433 10328

Gross Profit (before Financial Charges & Depreciation) 659 482

Interest & Financial Charges 250 201

Profit before Depreciation (Cash Profit) 409 281

Depreciation 77 54

Profit for the year 332 227

FINANCIAL HIGHLIGHTS

The Gross Income of the Company for the year rose to Rs. 1343.31 Cr. from Rs. 1032.85 Cr during the previous year showing a growth of 30.06%. Gross Profit before Financial Charges and Depreciation grew by 36.55% and stood at Rs. 65.87 Cr during the year compared to Rs. 48.24 Cr during the previous year. Profit for the year grew at an impressive rate of 45.91% and was registered at Rs. 33.15 Cr against Rs. 22.72 Cr during the previous year. The Company accordingly, exhibited an all round improved performance with handsome growth.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.25 per equity share of Rs. 5 each on 126,400,000 shares for the year ended 31st December, 2010 for your consideration. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the Book closure date.

CARE RATING

Your Directors are pleased to mention that CARE has reaffirmed Credit Rating as PR2+ (PR Two Plus) for the Companys short term bank facilities and BBB+ (Triple B Plus) for Companys long term facilities.

REVIEW OPERATIONS

During the year under review, your Company has set up Wind Mill Project at a cost of Rs. 32.92 Cr from Global Wind Power Ltd. (GWPL), a company floated by Reliance ADAG Group. The wind turbines are developed by GWPL with state of art technology in collaboration with Norwin Denmark. The Wind Mills are set up at Jethana, District-Ratlam, MP having 7 turbines with a capacity of 750 KW each aggregating to an additional capacity of 5.25 MW. The companys post expansion capacity will be 12MW. Nakoda occupies a strong position in manufacturing POY/FDY and its endeavour is to continue to further consolidate its strength. Towards this, it has enhanced its spinning capacity from 50,000 MTPA to 1,00,000 MTPA, Texturising capacity from 1070 MTPA to 30,000 MTPA at an estimated cost of Rs. 333 Crores. In December, Your Company successfully commissioned continuous polymerization (CP) plant with a capacity of 1,40,000 MTPA. To meet the Captive power requirement for these projects, the Company has also put up a Furnace Oil based power plant of 4.10 MW and a Gas based power plant of 15.60 MW capacity. Nakoda has commenced commercial production in their newly acquired plant through its subsidiary Indo Korean Petrochem Ltd. at South Korea. The Korean unit has a capacity to manufacture 150 tons per day (tpd) of Fully Drawn Yarn (FDY), 90 tpd of Partially Oriented Yarn (POY) and 60 tpd of Polyester Chips.

SHIFTING OF CORPORATE OFFICE OF THE COMPANY

The Corporate office of the Company has been shifted to 15B, 15th Floor, Earnest House, 194, Nariman Point, Mumbai 400021.

CAPITAL STRUCTURE

During the year, the Company has issued and allotted 3,60,00,000 Warrants of Rs. 30/- each optionally convertible into 7,20,00,000 equity shares of Rs. 5/- each at a premium of Rs. 10/- per equity share (i.e. 2 Equity Shares for each Warrant allotted) within 18

months from the date of allotment i.e. 23.06.2010 to the Promoters Group of the Company and Strategic investors. It has also issued and allotted 2,000,000 GDRs at a price of USD 12.125 per GDR representing 60,000,000 Underlying equity shares of Rs. 5/- each at a price of Rs. 18/- per share including share premium of Rs. 13/- per share. GDRs are listed on Luxembourg Stock Exchange and Underlying equity shares are listed on the Bombay Stock Exchange.

SUBSIDIARY COMPANIES

Nakoda Holdings Mauritius Ltd., Mauritious and Gerback Holdings Pte. Ltd., Singapore became subsidiaries of the Company during the year.

The company has acquired 10,00,000 equity shares of Nakoda Holdings Mauritius Ltd. constituting 100% of the paid up capital and 9,99,992 equity shares of Gerback Holdings Pte. Ltd. by Nakoda Holdings Mauritius Ltd. constituting 66.67% of the paid up capital. A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend is attached to this report. Annual accounts of subsidiary companies and the related detailed information will be made available to the holding and subsidiary company investors, seeking such information. Copies of the annual accounts of the subsidiary companies are available for inspection by any investor at the registered Office as well as the Administrative office of the company between 11.00 a.m. to 1.00 p.m. on all working days.

DIRECTORS

Sh. B. L. Maheshwari is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Smt. P. B. Jain is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re- appointment.

Shri P. P. Vora was appointed as Additional Director of the company on 4th August 2010 to hold office till the date of annual general meeting. His appointment as a regular director is proposed in the ensuing meeting.

The Board has proposed reappointment of Mr. B. G. Jain as Managing Director of the company for a period of five years w.e.f. 1st September 2011.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with the size of operations and the nature of the business. These controls ensure efficient use and protection of Companys financial and non-financial resources. They also have ensured compliance of stipulated policies, procedures and statues, ensuring accuracy of accounting records and corporate governance.

Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

CORPORATE GOVERNANCE

In line with guidelines recommended by Securities & Exchange Board of India (SEBI), adequate steps have been taken to ensure that all the mandatory provisions of Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is included as part of the Annual Report. The Auditors certificate confirming compliance of Corporate Governance is included in the said Corporate Governance report.

SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES

During the year, no major accident took place in plant operations. Training programs for safety awareness and safe working conditions were held round the year. Your Company has complied with various emission standards and other environmental requirements as per pollution control norms. In order to improve environment, continuous tree plantations is being done within the factory complex. The Company has

constructed water pond for rain water harvesting for increasing ground water level. It provides all types of safety products to all concerned employees.

LISTING

Equity Shares of your Company continue to be listed on the Mumbai Stock Exchange. Annual listing fees have been paid to the Stock Exchange.GDRs are listed on Luxembourg Stock Exchange.

EMPLOYEES

There is no employee getting remuneration as prescribed under section 217(2A) of the Companies (Particulars of Employees) rules, 1975 as amended.

STATUTORY INFORMATION

Statutory information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 applicable to the Company and forming part of this report are set out in Annexure to this report.

AUDITORS

M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment.

HUMAN RESOURCE DEVELOPMENT (HRD)

Human Resource Development continued to receive focused attention. Industrial relations continued to be cordial throughout the year. The company has strength of 275 permanent employees. The Company has drawn up plans to attract and retain talent at all levels. The Company also keeps an eye on the attrition levels and draws up appropriate plans to ensure that the employees at all levels find an environment that encourages performance, and transparency in performance appraisal.

FORWARD-LOOKING STATEMENTS

This report contains forward looking statements. All statements that address expectations or projections about the future are forward- looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performances or achievements could thus differ materially from those projected in any such forward-looking statements.

DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made 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;

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We wish to express our gratitude and appreciation for the valuable support and cooperation received from our customers, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments. We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board

B. G. Jain Chairman & Managing Director

Place: Mumbai Date : 12.05.2011

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Dec 31, 2009

The Directors have pleasure in presenting their 25th Annual Report. together with the Audited Accounts for the year ended on 31st December 2009.

FINANCIAL RESULTS

The Companys financial performance during the year is summarized below:

(Rs. In Million) Year Ended 31 "December 2009 2009 2008 Turnover & other Income 10328 8039 Gross Profit (before Financial Charges & Depreciation) 482 338 Interest & Financial Charges 201 156 Profit before Depreciation (Cash Profit) 281 182 Depreciation 54 48 Profit for the year 227 134

FINANCIAL HIGHLIGHTS

The Gross Income of the Company for the year rose to Rs. 1032.85 Cr. from Rs. 803.91 Cr during the previous year showing a growth of 28.48%. Gross Profit before Financial Charges and Depreciation grew by 42.60% and stood at Rs. 48.24 Cr during the year compared to Rs. 33.83 Cr during the previous year. Profit for the year grew at an impressive rate of 69.40% and was registered at Rs. 22.72 Cr, against Rs. 13.44 Cr during the previous year. TheCompany, accordingly, exhibited an all round improved performance with handsome growth.

DIVIDEND

Your directors had declared an interim dividend of Rs. 0.70 per Equity Share for the financial year ended on 31* December, 2009. The said dividend amounting to Rs. 1,35,94,819 including tax of Rs. 19,74,819 is already paid to the eligible shareholders. In view of the said Interim dividend which is higher than the previous year, your Directors do not recommend any further dividend.

MAIDEN BONUS

In order to reward the shareholders on completion of 25 glorious years of your Company, your Directors have issued Bonus Snares in the ratio of one share for every one share held in the Company. The maiden bonus and an increased dividend testify the Companys philosophy of maximizing shareholdersvalue.

CARE RATING

Your Directors are pleased to mention that CARE has upgraded Credit Rating to PR2+ (PR Two Plus) from PR2 (PR Two) for the Companys short term bank facilities while reaffirming Credit Rating of BBB+ (Triple B Plus) for Companys long term facilities.

WIND MILL PROJECT

During the year under review, your Company has diversified into Clean Energy segment and has set up a Wind Mill Project at Tirunelveli in Tamilnadu. It has invested Rs. 43 Cr. in installing 9 Wind Mills. The Wind Mills with an aggregate capacity of 6.75 MW have been acquired from Global Wind Power Ltd., a. company promoted by Reliance ADA Group which is manufacturing wind turbines with state of the art technology in collaboration with Norvin, Denmark. The project is commissioned, and your Company will be able to earn Carbon Credit out of the same.

CHANGEOFNAMEOFTHECOMPANY

In view of your Companys successful diversification into different activities during past few years, the shareholders, at their Extra- ordinary General Meeting held on 4" January, 2010 had passed a Special Resolution for change of name of the Company. The Registrar of Companies, Gujarat has approved the same and. accordingly, the name of your Company is changed from Nakoda Textile Industries Limited to Nakoda Limited.

DIRECTORS

Shri M. S. Nayak a Director of your Company, left for his heavenly abode in the month of April 2010. We appreciate and will remember always the services rendered by him to the Company. Sh. S. K. Bhoan is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Sh. D. B. Jain is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Shri Paresh J. Shah was appointed as Additional Director of the company on 10m May 2010 to hold office till the date of annual general meeting. His appointment as a regular director is proposed

in the ensuing meeting.

FORWARD-LOOKING STATEMENTS

This report contains forward looking statements. All statements that address expectations or projections about the future are forward- looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized The Companys actual results, performances or achievements could thus differ materially from those projected in any such forward-looking statements.

CORPORATE GOVERNANCE

In line with guidelines recommended by Securities & Exchange Board of India (SEBI), adequate steps have been taken to ensure that all the mandatory provisions of Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is included as part of the Annual Report. The Auditors certificate confirming compliance of Corporate Governance is included in the said Corporate Governance report.

SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES

During the year, no major accident took place in plant operations. Training programs for safety awareness and safe working conditions were held round the year. Your Company has complied with various emission standards and other environmental requirements as per pollution control norms. In order to improve environment, continuous tree plantations is being done within the factory complex. The Company has constructed water pond for rain water harvesting for increasing ground water level. It provides all types of safety products to all concerned employees.

LISTING

Equity Shares of your Company continue to be listed on the Mumbai Stock Exchange. Annual listing fees have been paid to the Stock Exchange.

EMPLOYEES

There is no employee getting remuneration as prescribed under section 217(2A) of the Companies (Particulars of Employees) rules, 1975 as amended.

STATUTORY INFORMATION

Statutory information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 applicable to the Company and forming part of this report are set out in Annexure to this report.

AUDITORS

M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made 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 forthat period;

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

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors express their gratitude and sincere appreciation for the continued co-operation received from bankers and financial institutions throughout the year and for the utmost faith reposed by the investors and shareholders of the Company. They also place on record their sincere appreciation for the efforts put in by employees of the Company at all levels.

For and on behalf of the Board Place: Mumbai B. G. Jain Date : 10.05.2010 Chairman & Managing Director