డైరెక్టర్ల నివేదిక Birla Cotsyn (India) Ltd.

The Board of Directors present the 84^th Annual Report of the Company, along with the financial statements for the Financial Year ended
31^st March, 2026.

Financial Summary/ Performance of the Company

The financial performance of the Company for the Financial Year ended March 31,2026 is summarized below:

(Rs. In Lakh)

STATE OF THE COMPANY’S AFFAIRS:

Your Company is primarily engaged in the business of Textile Products & Other Textile Products.

The Total Income of the Company stood at INR. 3,044.50 Lakhs for the year ended 31^st March, 2026 as against INR. 0.09 Lakhs in the
previous year.

The Company made a Net Profit/ (Loss) after Tax of INR. (1916.15) Lakhs for the year ended March 31,2026 as compared to INR. (21,477.19)
Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be improving and Directors are optimistic
about Company’s business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31,2026.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, the extract of Annual Return has been uploaded on the Company’s website under the web link of www.birlacotsyn.com.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Textile Production. There has been no change in the business of the Company during the
financial year ended 31^st March, 2026.

DISCLOSURE RELATING TO AMOUNTS IF ANY, WHICH IS PROPOSED TO CARRY TO ANY RESERVES:

In view of current year loss, your directors regret their inability to carry any amount as reserves for the financial year under review.
DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances has decided that it would be prudent,
not to recommend any Dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of
Section 125 of the Companies Act, 2013 do not apply to your Company.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to the approved Scheme of Compromise and Arrangement the following material changes occurred subsequent to the close of
the financial year of the company to which the financial statements relate and the date of the report.

(a) DURING THE FINANCIAL YEAR 2024-25.(i) Reduction in Paid up share capital of the Company.

As per Hon’ble NCLT had approved the Composite Scheme of Compromise and Arrangement between (“Approved Scheme”/
“Scheme”) Nikhil Jain, Rohstoffe International Private Limited and Wendt Finance Private Limited (together referred to as
“Acquirer”) vide order dated 09^th January, 2025, for Reduction in the following manner of equity shares held as on March 07,
2025 (being the “Record Date”):

a) Entire shareholding of Promoter & Promoter Group (being the erstwhile Promoters) in the Company consisting of
48,60,83,760 (Forty Eight Crores Sixty Lakhs Eighty Three Thousand Seven Hundred Sixty) equity shares of INR 1 (Indian
Rupee One only) each aggregating to INR 48,60,83,760 (Indian Rupees Forty Eight Crores Sixty Lakhs Eighty Three
Thousand Seven Hundred Sixty only) issued; subscribed and paid up share capital as on Record Date shall be reduced,
cancelled and extinguished without any payment; and

b) Shareholding of persons other than Promoter & Promoter Group (“Public Shareholders”) shall be cancelled and
extinguished without any payment in the manner provided hereinbelow:

• Public Shareholders would continue to own 1 equity share in the Company for every 153 existing equity shares held
by the respective Public Shareholder as on the Record Date and any fractional share shall be ignored (“Continuing
Public Shareholding”); and

• Balance equity shares (i.e., equity shares over and above Continuing Public Shareholding) held by Public
Shareholders -shall be annulled, cancelled and extinguished.

i.e Cancellation and extinguishment of 2,20,04,86,690 (Two Hundred and Twenty Crores Four Lakhs Eighty Six Thousand Six
Hundred Ninety) equity shares having face value of INR 1 (Indian Rupees One only) each aggregating to INR 2,20,04,86,690
(Indian Rupees Two Hundred and Twenty Crores Four Lakhs Eighty Six Thousand Six Hundred Ninety only) issued; subscribed
and paid up share capital as on Record Date held by Public Shareholders. Public Shareholders would continue to hold
1,43,39,940 (One Crore Forty Three Lakhs Thirty Nine Thousand Nine Hundred Forty) equity shares having face value of INR 1
(Indian Rupee One only) each constituting INR 1,43,39,940 (Indian Rupees One Crore Forty Three Lakhs Thirty Nine Thousand
Nine Hundred Forty only) of the issued; subscribed and paid up share capital of the Company.

(ii) Infusion of Fresh Funds of Rs. 25,00,00,000/- by New Promoters against issue of 25,00,00,000 equity shares of Rs.1/-
each at par to the New Promoters:

a. Issuance and allotment of 19,00,00,000 (Nineteen Crores) equity shares having face value of INR 1 (Indian Rupee One
only) each of the Company at par on preferential basis by way of a private placement to the Acquirers and others;

b. Issuance and allotment of 6,00,00,000 (Six Crores) equity shares having face value of INR 1 (Indian Rupee One only)
each pursuant to conversion of convertible loan (received towards Earnest Money Deposit and Performance Security) to
Wendt Finance Private Limited pursuant to the Approved Scheme.

(iii) Payment to Creditors:

As per the scheme of compromise and arrangement approved by the Hon’ble NCLT, the new promoters have settled all debts
in accordance with the terms of the scheme, and all creditors have been duly paid and settled.

(iv) Payment to Public Deposit Holders:

The amount being admitted during the period of CIRP for the Public Deposit Holders is being paid as per the approved scheme
on the Proportional basis.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31,2026, Company doesn’t have any Subsidiary, Joint Venture and Associate Companies.

Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of subsidiary, associate and joint
venture in Form AOC-1 is not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly no disclosure
or reporting is required in respect of details relating to deposit.

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder M/s. Jain Kothari & Co. Chartered Accountants (Firm
Registration No. 022340C) were appointed as Statutory Auditor of the Company at the 83^rd Annual General Meeting (AGM) held on 29^th
September, 2025, for the period of five (5) consecutive years from the conclusion on that AGM till the conclusion of the 88^th Annual General
Meeting (AGM).

AUDITOR’S REPORT:

M/s. Jain Kothari & Co., Chartered Accountants (Firm Registration No. 022340C) have submitted their Report on the financial statements
of the Company for the F.Y ended March 31,2026, which forms the part of this report, and it does not contain any reservation, qualification
or adverse remark. The comment in the Auditors Report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary Firm to undertake the Secretarial Audit
of the Company for the F.Y ended om March 31,2026.

Secretarial Audit Report issued by Mr. Vijay Tiwari in Form MR-3 forms part of this report as “Annexure II”.

A Secretarial Compliance Report for the FY ended March 31,2026 on compliance of all applicable SEBI regulations and circulars/guidelines
issued thereunder, was obtained from Mr. Vijay Tiwari, Practicing Company Secretary, and submitted to the stock exchange.

The Board recommends to the members of the company the appointment of M/s. Vijay S. Tiwari & Associates, Practicing Company
Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years from F.Y 2025-26 to 2029-30.

COMPLIANCE WITH THE PROVISION OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and approved by the Central Government under section 118(10) of
the Companies Act, 2013.

Since the Company has not recommend any dividend during the year, the provisions of secretarial standards III are not applicable to the
Company.

INTERNAL AUDITOR:

Pursuant to section 138(1) of the companies Act, 2013 read with the Company (Accounts) Rules, 2014 M/s. Jain Ronak & Co. Chartered
Accountant Firm (Firm Registration No. 144548W) was appointed as an Internal Auditor for the financial year 2025-26. The Internal Auditor
conducts an internal audit of the functions and operations of the Company and reports to the Audit Committee of Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfil its social
responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the
requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a
certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the
relevant provision of the Companies Act, 2013 is not applicable.

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

Details regarding Energy Conservation: Since the Company does not fall under the list of industries which should furnish this information,
the question of furnishing the same does not arise.

Details regarding Technology Absorption: Company is not involved into any kind of manufacturing activities. Therefore, no technology
absorption is required.

Details regarding Foreign Exchange Earnings and outgo: There have been neither any earnings nor outgoing of foreign exchange during
the year under review.

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are
resonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the
profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safegaurding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) That the directors had devised proper systems to ensure compliance with all provisions of all applicable laws were in place and were
adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of the report.

MEETING OF BOARD OF DIRECTORS:

The Board met Six (6) times during the financial year ended March 31,2026. The intervening gap between the meetings was within the
period prescribed under the Act and the Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTOR:

In term of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on March 24, 2026
without the attendance of Non-Independent Director and Member of management. All the Independent Directors were present at the said
meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

Pursuant to section 134(3)(d) of the Act, Company confirm that they have received necessary declarations from all the Independent
Directors under section 149(7) of the Companies Act, 2013 and declaring that they meet the criteria of independence laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:Board Composition and Size:

An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By
prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the
organization’s growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all
levels to contribute effectively, ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the
field of business and are from a range of diverse backgrounds. The Board, as part of its succession planning exercise, periodically reviews
its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and Non-Executive Independent Directors with rich
professional experience and background. As on March 31,2026, the Company’s Board Consists of 5 Directors as follows:

Key Managerial Personnel (KMP):

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51) read with Section
203 of the Act:

PERFORMANCE EVALUTION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant
to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the Directors on the basis of the criteria such as the
board composition and structure, effectiveness

of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the
evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in
terms of the requirements of the Companies Act, 2013.

Further the individual Directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same
time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges
faced by the Company during the year.

BOARD COMMITTEES:

The Company has constituted the following Statutory Committees of the Board of Directors. They are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders & Investor’s Grievance Committee

D. Finance Committee (Non-Mandatory Committee)

The Composition of various Committee is as follows:

A. AUDIT COMMITTEE:

THE DIRECTORS RETIRING BY ROTATION AT THE ENSUING ANNUAL GENERAL MEETING AND WHETHER OR NOT THEY OFFER
THEMSELVES FOR RE-APPOINTMENT:

In accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company, Smt. Sheela Jain (DIN: 02553215),
Non-Executive Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, he offers
himself for re-appointment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR RESIGNED DURING THE YEAR AND
AFTER THE CLOSING OF FINANCIAL YEAR:

During the financial year 2025-26, there was no appointment or resignation of any Director of the Company. The Key Managerial
Personnel were appointed or resigned during the year and after closing of the Financial Year.

CODE OF CONDUCT:

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays
down, in detail, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company’s
websitehttps://www.birlacotsyn.com.

NOMINATION AND REMUNERATION POLICY:

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with
Rules issued there under and SEBI Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for
appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in
Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of
Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s)
or reenactment (s) thereof for time being in force).

The Policy is also available on the website of the Company. Website link:https://www.birlacotsyn.com
VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide
appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in
violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism
and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated
officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Vigil mechanism/ Whistle Blower Policy is available on the website of the Company at https://www.birlacotsyn.com
PARTICULARS OF EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclsoure Requirements) Regulations, 2015. The
information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect
of Directors/employees is set out in the “Annexure I” to this report.

CONTRACT AND ARRANGEMENT WITH RELATED PARTY TRANSCATION

Details of contract and arrangement with related parties under the provisions of Section 188 of the Companies Act, 2013 as on March 31,
2026 are set out in relevant notes to accounts of Financial Statements of the Company.

PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:

During the year under review, the Company has not given loans, gurantees, or investment under Section 186 of the Companies Act, 2013.
The details of the investments made by the Company are provided in the accompanying financial statements.

SIGNICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY:

During the year under review company had received fine of Rs. 5000/- with regard to delay in one day for filing of Integrated Financial
(XBRL) as per section 23(9) of SEBI (Listing Obligations and Disclsoure Requirements) Regulation 2015. As company had paid the fine and
have mentioned in the Integrated Corporate Goveranace Report (XBRL) as it do not impact the going concern status of the company. The
Company had received the listing approval ide letter no. DCS/AMAL/TS/R37-IBC/3928/2025-26 dated November 24, 2025, for 26,43,39,940
(Twenty-Six Crore Forty- Three Lakh Thirty-Nine Thousand Nine Hundred and Forty) Equity Shares of Re. 1/- each, issued pursuant to the
Resolution Plan approved by the Hon’ble National Company Law Tribunal, Mumbai Bench vide order dated January 09, 2025.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment’ at
workplace and is fully committed to uphold and maintain the dignity of every women working with the Company. The Company has
constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of
women at workplaces.

Your directors further states that during the year under review, following are the complaints pursuant to the above Act.

Number of Sexual Harassment Complaints Received: Nil
Number of Complaints Disposed Off: Nil

Number of cases pending more than 90 days: Nil there were no complaints received pursuant to the above act.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended and pursuant to the disclosures required under Section
134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and supportive work environment for
all women employees.

The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefits (Amendment) Act, 2017,
Including:

(a) Extension of paid maternity leave to 26 weeks of which not more than 8 weeks shall precede the date of her expected delivery for
eligible women employees;

(b) Option for work-from-home post-maternity leave, where the nature of work permits for such period and on such conditions as the
employer and the woman may mutually agree;

(c) Establishment of a creche facility as per prescribed thresholds, or reimbursement for such facilities as applicable.

SUSPENSION OF TRADING:

The details pertaining to suspension of trading in shares of the Company during the reporting period are disclosed in the Corporate
Governance report annexed to this report. “Annexure III”

MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirements of Regulation 34(2)(e) read with schedule V of the SEBI (Listing obligations and Disclosure Requirements)
Regulations 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during
the period under revie, are enclosed in “Annexure-V” to this report.

ENVIRONMENT & SAFTEY

The Company is conscious of the importance of environmentally clean and sale operations. The
Company’s policy requires the conduct of all operations in such manner so as to ensure safety of
all concerned, compliance of statutory and industrial requirements for environment protection
and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT:

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities
based on market capitalisation shall include a Business Responsibility and Sustainability Report (“BRSR”). But, the Company, not being
one of such top 1000 listed entities, is not required to annex any Business Responsibility and Sustainability Report.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of your
Company falls under Non-regulated sectors and hence, maintenance of cost record is not applicable to the Company for the Financial
Year 2025-26.

RISK MANAGEMENT

In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk management is to
identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The
Company is not subject

to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

INVESTOR RELATIONS:

Your Company always endeavours to keep the time of response to shareholders’ request /grievance at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders’
Relationship Committee of the Board meets periodically and reviews the status of the

Shareholders’ Grievances.

ACKNOWLEDGEMENTS:

Your Director’s would like to express their sincere appreciation for the assistance and cooperation

received from the banks, Government authorities, customers, vendors and members during the year under review. Your Director’s also
wish to place on record their deep sense of appreciation for the services committed by the Company’s executives, staff and workers.

By order of the Board of Directors
For, Birla Cotsyn (India) LimitedSd/- Sd/-

Akhil Jain Sheela Jain

Date: 13.08.2026 Managing Director Director

Place: Mumbai DIN: 03296467 DIN: 02553215

Your directors present the 41^st Annual Report of your Company on the business and operations of the Company and the accounts of the financial year ended 2024-2025.

2. Reserves and Dividend:

During the year, no amount has been transferred to reserves since the Company has incurred losses. The Directors have not recommended any dividend for the year, due to loss in the year.

3. Transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF)

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.

There is no Unpaid or unclaimed amount of divided to be transferred to Investor Education and Protection Fund.

4. Performance of the Company/State of affairs:

Windmill segment had to be scrapped from 2021-22, as Maharashtra State Electricity Board is preferring Solar Energy. The Company presently is in to Trading activity.

5. Share Capital:

The paid-up Equity Share Capital as on March 31, 2025 stood at Rs. 2,612.12 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.

6. Deposits:

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

7. Listing with stock exchanges:

The Company continues to be listed on BSE Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchanges.

8. Directors and Key Managerial Personnel:

As on 31^st March,2025, the Board consisted of five directors of whom three are independent directors and two are Executive Directors of whom one is Chairman.

During the year,

• Mr. S.V.Jain (DIN: 00590275) retired from the Board upon the expiration of his five-year term, which commenced in 2019 . The retirement is effective from 27.09.2024. and

• Mr. M D Dhanush (DIN: 10743800), was appointed an Independent Director by the Board with effect from 27.09.2024.

In terms of provisions of the Companies Act, 2013, Ms. Saroj Chandru Datwani, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

After the completion of the Financial Year 2024-25, the following changes have occurred in the board composition.

• Mr. Sreedhar Nagaraju resigned the office with effective from 3^rd April 2025.

• Ms. Madhura Haldodderi Govindarao appointed as additional Independent Director w.e.f 30^th May 2025 and was appointed by Shareholders as Director on 27^th June 2025.

9. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that there has been no change in the circumstances which may affect their status as independent directors during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the names of the Independent Directors of the Company have been included in the Data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors as per the provisions of the Companies Act, 2013 and the rules made thereunder.

10. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointment during the year.

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including the proficiency).

11. Meetings of the Board

During the financial year, 5 Board meetings were held on 06.04.2024, 30.05.2024, 14.08.2024, 14.11.2024, and 14.02.2025. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

12. Committees of the Board

Your Company has the following committees which have been established as a part of the Corporate Governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details with respect to the compositions, roles, number of meetings held during the year is detailed in the Corporate Governance report of the Company, which forms a part of this Board’s Report.

13. Board Evaluation:

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

During the year 2024-25, Independent Directors met, discussed and reviewed the below:

• Performance of Non -Independent Directors

• Performance of the Chairman

• Performance of the Board Committees

• Overall performance of the Company.

The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation.

14. Familiarization program for the Board Members

Your Company has in place a structured induction and familiarization program for all its directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.

The Board members are provided with the necessary documents, brochures, reports, and internal policies to enable them to familiarize with the Company’s procedure and practice.

Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.

The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at below weblink:

https://venlonenterprises.co.in/wp-content/uploads/2025/06/Familiarisation-Programme.pdf

15. Directors'' responsibility statement:

Your directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the LOSS of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. Internal Financial Controls

There are adequate internal financial controls with respect to financial statements.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outflow:

The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the Annexure ‘A’ forming part of this report as NA since entire factory operations got closed All manufacturing process except Windmill segment had to be scrapped

from 2021-22, as Maharashtra State Electricity Board is preferring Solar Energy. The Company presently is in to Trading activity.

18. Particulars of Remuneration of directors and certain specified employees:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details are provided in the Annexure ‘B’, which is self-explanatory

19. Annual Return 2024-25

The copy of Annual Return for the financial year ending March 31, 2025 is available on the websitehttps:https://venlonenterprises.co.in/wp-content/uploads/2025/08/AB6325180.pdf

20. The Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Act and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company’s website at https://venlonenterprises.co.in/wp-content/uploads/2025/08/Nomination-and-Remuneration-policy.pdf

The Managing Director, Whole time Director and CFO are promoters. For the position of other nonexecutive independent directors, experienced and reputed persons are selected from the Independent Directors’ Data Bank.

The non-executive director namely Shri S.V. Jain has waived his sitting fee during his tenure of office.

21. Particulars of Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013

NIL

22. Particulars of contracts or arrangements with Related Parties (RPT)

The related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm’s length basis.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature. Approval of shareholders are also obtained in case of Material Related Party Transactions.

In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the website of the company https://venlonenterprises.co.in/wp-content/uploads/2025/02/Familiarisation-

Programmes.pdf

The particulars on RPTs in Form AOC - 2 is annexed to the Report as Annexure - C

23. Auditors & Auditors’ ReportA. Statutory auditor

M/s. Laxminiwas and Co., Chartered Accountants, Mysore (Firm reg.no.: 011168S) are the Statutory Auditor of the company

The Auditors’ Report does not contain any qualification, reservation or adverse remarks.

Further, no frauds have been reported by the Auditors in their reports.

B. Secretarial Auditor

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS R C Venkatesh Rao, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Company’s secretarial and other related records for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 in Form MR-3 is appended to this report under Annexure - D

24. Risk Management Policy

It is not mandatory to have a Risk Management Committee. Also, since the operations are closed, there is no such system in place.

25. Corporate Social Responsibility (CSR):

The Company does not fall under the threshold limit for mandatory CSR activities.

26. Vigil Mechanism

The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As there are no employees, these provisions are not applicable to the Company.

28. Significant or Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

29. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There were no adverse material changes or commitments occurred after March 31, 2025 which may affect the financial position of the Company or may require disclosure.

30. Subsidiaries, Joint Ventures and Associates

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

31. Change in the nature of business

The Business of the Company for time being is only in trading activity.

32. Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

33. Maintenance of Cost records

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, not applicable to the Company.

34. Corporate Governance

Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company ensures that performance is driven by integrity.

The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit.

Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.

A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Board report under - Annexure- E

35. Management Discussion and Analysis Report:

Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulation ,2015 Management Discussion and Analysis Report is presented in a separate section forming a part of annual report.

36. Environmental Sustainability

Not applicable

37. Gender-wise composition of employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 0 Female Employees: 0 Transgender Employees:0

38. Maternity Benefit Act Compliance

As there are no employees, these provisions are not applicable to the Company.

39. Other Disclosures:

Your company has not made any application, nor any proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

As the Company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record the valued support and cooperation of Shareholders.

The Directors have pleasure in presenting the Seventy Third Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2015.

1. Financial Results

(Amt in Rs)

Particulars Consolidated

Year ended 9 month period 31-03-2015 ended 31.03.2014

Revenue from Operations 1,522,074,110 1,274,180,226

Other Income 31,898,534 39,840,969

Total Income 1,553,972,644 1,314,021,195

PBDIT (986,589,524) (119,441.341)

Interest and Finance Expenses 535,100,355 364,962,878

PBDT (1,521,689,879) (484,404,219)

Depreciation 137,393,177 75,284,470

PBT (1,659,083,056) (559,688,689)

Less: Deferred Tax Liability/(Asset) 2,918,260 -

PROFIT AFTER TAX (PAT) (1,662,001,316) (559,688,689)

Profit transferred to Reserves (1,662,001,316) (559,688,689)

Standalone

Year ended 9 month period 31-03-2015 ended 31.03.2014

Revenue from Operation 1,124,502,678 936,275,688

Other Income 31,898,534 39,833,321

Total Income 1,156,392,646 976,109,009

PBDIT (969,303,670) (105,632,866)

Interest and Finance Experses 534,623,811 364,658,179

PBDT (1,503,927,482) (470,291,045)

Depreciation 137,264,583 75,185,782

PBT (1,641,192,335) (545,476,827)

Less: Deferred Tax Liability / (Assets) 2,918,260 -

PROFIT AFTER TAX (PAT) (1,644,110,595) (545,476,827)

Profit transferred to Reserve (1,644,110,595) (545,476,827)

2. Operating and Financial Performance

Since last few years textile industry is passing through very difficult business conditions. The general business environment continued to be challenging due to the uncertain global economic scenario. The major challenge of textile industry is facing by increasing cost of production arising out of rising wages, high power cost etc and excess capacity installed in the cotton yarn industry. This led to lower margins as the Company could not pass on higher costs to customers. The exports during the year ended are not significant since the ruling prices of export continued to be non remunerative for our type of products and China all of sudden stopped buying cotton yarn from India. Further during the year ended the cotton yarn scenario continues to remain in pressure due to weak domestic textile market which has further resulted into severe pressure on the margins. During the year under review, turnover of your Company is Rs. 1,124,502,678/- as compared to the turnover of Rs.936,275,688/- during previous accounting period of 9 months. The loss of your Company has increased to Rs.1,641,192,335/- during the year under review compared to net loss of Rs. 545,476,827 in previous accounting period of 9 months due to adverse market conditions and global recession and also due to provision of unrecoverable capital advances / writing off capital work in progress in respect of projects which could not take off. Your company is relentlessly putting all its efforts to reduce the cost and improve the operating margins but the profit of the company is still negative during the current financial year. However, despite all adverse features, Company is continuing its efforts to explore opportunities for its products in overseas markets but insufficient resources is not allowing to reap the benefits to its fullest extent.

3. Erosion of Net-Worth – Reference to BIFR

Due to continuous losses the audited accounts for the financial year 2014-15 shows a total accumulated losses of Rs.1,641,192,335/- which exceeds the entire net worth of Rs.246,770,632/- of the Company. As, the net–worth of the Company has eroded at the end of the Financial year 31st March, 2015, the Company has become a Sick Industrial Company in term of section 3(1)(0) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Accordingly, the Board of Directors of the Company has opinion to make a reference to the Board for Industrial and Financial Reconstruction (BIFR) as required under the provisions of SICA for determination whether the Company is a sick industrial company or not.

4. Dividend

In view of loss suffered by the Company, your Directors have not recommended any dividend for the financial year ended 31st March, 2015.

5. Increase in Share Capital

There has been no change in the Share Capital of the Company.

6. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. No shares have been allotted under the ESOP till date. The Company has not granted any stock options during the financial year ended 31st March, 2015.

7. Listing

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

8. Subsidiary Company

The Company has one wholly owned subsidiary at UAE in the name of Birla Cotsyn (India) Limited FZE which has been setup to develop the overseas market for the Company.

The Audited Accounts for the wholly owned Subsidiary Company, Birla Cotsyn (India) Ltd FZE have been received by the Company and a statement pursuant to section 129 of the Companies Act, 2013, forms part of this Annual Report. Your Directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the listing agreement and Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA), Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary are not attached hereto. As per the general exemption, a statement containing brief financial details of the Company's subsidiary for the year ended 31st March, 2015, is included in this Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any Member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary at the Registered Office of the Company/its subsidiary.

9. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Practicing Company Secretary confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

10. Corporate Governance Report

A report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this report.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. The selected accounting policies were applied consistently and the Directors 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 for the financial year ended 31st March, 2015 and the Loss of the Company for the financial year ended 31st March, 2015.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a 'going concern' basis;

5. Internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Board of Directors, Evaluation Etc.

Appointment / Resignation of Directors

Shri Sanjay Rane and Smt. Nirmala Mathur are appointed as Additional Directors by the Board of Directors of the Company at its meeting held on 27th May, 2015. Their office expires at the ensuing Annual General Meeting and the Company has received notice under section 160 of the Companies Act, 2013 proposing their candidature for Directorship along with the deposit as prescribed thereunder. They are eligible for being appointed as Directors at the ensuing Annual General Meeting and it is proposed to appoint Shri Sanjay Rane as an Independent Director with a fixed tenure of 5 (five) years subject to approval of shareholders at the ensuing general meeting in term of Section 149 of the Companies Act, 2013. Further it is proposed to appoint Smt. Nirmala Mathur as Non-Independent Non- Executive Director liable to retirement by rotation subject to approval of shareholders at the ensuing general meeting in term of Section 160 of the Companies Act, 2013.

Shri Rakesh Kumar Dixit, Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

Shri Jignesh Mehta, Shri Ram Prakash Mishra and Shri Vinod Kumar Kapur, resigned as Independent Directors of the Company. The Board noted their resignation w.e.f 27th May, 2015 and placed on record their sincere appreciation of the service rendered by them during their tenure with the Company.

Company's Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Director's appointment and remuneration pursuant to Section 178 of the Act. The Company has also laid down criteria for determining qualifications, positive attributes and independence of Director.

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors held under Chairmanship of Shri. Satyanarayan Baheti, Independent director (without attendance of non - Independent Director and members of management).

c. The performance evaluation of all committees were done by the Board of Directors namely:

i. Audit Committee

ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee

d. Performance evaluation of non - Independent Directors was done by Separate meeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who was evaluated) by the Board of Directors of the Company.

f. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance as required under Section 178 (2) of Companies Act, 2013.

g. The Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel

During the year, Shri. Vipin Varkhawat, Chief Financial Officer of the Company was designated as Key Managerial Personnel under Section 203 of the Companies Act, 2013.

Further, Shri Satya Kishore Mathur who was already a Manager of the Company and Ms. Vineeta Shah who was working as the Company Secretary were designated as Key Managerial Personnel's (KMPs) of the Company under the above mentioned provisions of Companies Act, 2013 in their respective positions.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid Directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the aforesaid Directors are being placed for approval of the members at the ensuing Annual General Meeting.

13. Fixed Deposits

1. Deposits Accepted during the year NIL

2. Deposits remained unpaid or unclaimed as at end of the year Rs. 70,856,978/-

3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the Principal Interest total amount involved:

i. At the beginning of the year Rs. 22,957,000 Rs. 16,130,872

ii. Maximum during the year Rs. 43,329,363 Rs. 19,426,451

iiii. At the end of the year Rs. 43,329,363 Rs. 19,426,451

4. The details of deposits which are not in compliance with the requirements Not Applicable of Chapter V of the Act

The Company has filed a petition for sanctioning the scheme for rescheduling the period of repayment of Fixed Deposits and payments of interest before the Company Law Board, Western Region, Mumbai and the Company Law Board has passed order dated 19th May, 2015 for rescheduling the repayment of Fixed Deposits for a specified period under Section 58A(9) of the Companies Act, 1956 read with Section 74(2) of the Companies Act, 2013. The Company is now making payment to the Fixed Deposit holders as per the order dated 19th May, 2015 passed by the Company Law Board and also pursuant to orders passed by the Company Law Board from time to time to whom Fixed Deposit holders have approached for making payment of their Fixed Deposits. Further Company is also making payment on compassionate ground to all Fixed Deposit holders, who are approaching the Company looking to their genuine needs.

14. Related Party Transactions

There are no related party contracts, arrangements or transactions of the nature mentioned in sub-section (1) of Section 188 of the Companies Act, 2013 which are not at arm's length and during the year under review the Company did not enter into any related party contracts, arrangements or transactions which are at arm's length.

15. Extract of Annual Return

Extract of Annual Return in Form MGT – 9 is attached as 'Annexure A' to this Report.

16. Vigil Mechanism

The company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

17. Significant and Material Orders Passed by the Regulators or Courts

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

18. Auditors

Statutory Auditors

M/s. Samria & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Samria & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 139 & 141 of the Companies Act, 2013.

Members are requested to re-appoint M/s. Samria & Co., Chartered Accountants as the Statutory Auditors of the Company.

Cost Auditors

The Board has subject to the approval of Central Government approved the appointment of M/s. M. Goyal & Co., Cost Accountants as Cost Auditors of the Company for conducting Cost Audit of Malkapur Textile unit for F. Y. 2015-16 as required pursuant to section 148 of the Companies Act, 2013 read with the rules made there under and the order No. F. No. 52/26/CAB/2010 dated 24th January, 2012 of the Government of India, Ministry of Corporate Affairs and for issuance of Compliance Report, pursuant to the Companies (Cost Accounting Records) Rules, 2011.

Secretarial audit

Secretarial Audit Report dated 30th June, 2015 by Roy Jacob & Co., Practicing Company Secretary (CP no.8220) is attached herewith as 'Annexure B' to this Report. The report does not contain any qualification.

19. Auditors Remarks

Explanation for the Qualified Opinion of the Auditors report.

1. The Company has not obtained the confirmation from all the ICD parties as all the ICD parties have filed legal cases against the Company including winding up petitions for recovery of their dues. The Company is contesting all the legal cases and also trying for out of court settlement by way of reschedulement, concessions or one time settlement.

2. The Company is in process of getting confirmation of dues of related parties.

3. Over the past few years the Company has been providing for interest receivable on loans given to related parties. However none of the related party has paid the interest amount to the Company resulting in unrealized income which further increases the receivable amount from the parties. Similarly, the Company has not been paying interest on loan taken from related parties in view of its default on repayment of dues to financial institutions and the need to preserve the scarce working capital resources. As such, the management has decided that it is prudent and conservative to not provide for such interest receivable and payable from the related parties till such time as they are settled in cash.

4. The Company has filed a petition before the Company Law Board, Mumbai for reschedulement of re-payment of fixed deposits and interest thereon. The Hon'ble Company Law Board has passed an order dated 19th May, 2015 for rescheduling the repayment of the fixed deposits and interest thereon for a specified period. The Company is now making payments as per order dated 19th May, 2015.

5. The Company has made provision for capital advances given to various equipment suppliers and other parties mainly towards implementing the Weaving Project and other projects which have not taken off. The parties are neither giving confirmation of outstanding amount nor repaying the advance amount. The Company is pursuing with the vendors for recovery of such advances. Pending such recovery, o ut of prudence the Company has decided to make provision for such advances totaling to Rs.94,32,23,851/-

In addition the Company had also incurred certain expenses for the above weaving project which had been capitalized. Given that the Company does not plan to pursue the project, such expenses amounting to Rs.4,62,00,730/- have been written off.

6. The Company is trying to obtain confirmation / reconciliation of such loans. The Company is confident of recovery of the loan amount from all the related parties.

7. One factory unit of the Company is operating at low capacity due to shortage of need based working capital as bankers have stopped providing working capital facility as their working capital accounts have become Non Performing Assets. As per valuation carried out by bankers, there is no diminution in the value of fixed assets of this unit.

Other observations made in Auditors' Report together with relevant notes are self explanatory and hence do not call for any further comments under section 134 of the Companies Act, 2013.

20. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not given loans, guarantees or investments under Section 186 of the Companies Act, 2013. The details of the investments made by the Company are provided in the accompanying financial statements.

21. Employees' Safety

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

22. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place a Policy for Prevention Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filled before the said committee till date.

23. Disclosure under Rule 5(1) of the Companies (Appointment And Remuneration), Rules, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as 'Annexure C'.

24. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in terms of Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 during the year ended 31st March, 2015.

25. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, are provided in 'Annexure D' to Directors Report.

26. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the period.

27. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Government of Maharashtra, Bankers, Vendors, Suppliers, Shareholders and Customers.

For and on behalf of the Board of Directors

Place: Mumbai S. N. BAHETI R. K. DIXIT

Date : 22nd July, 2015 Director Director

Dear Members,

The Directors have pleasure in presenting the Seventy Second Annual Report along with the Audited Accounts of the Company for the 9 months period from 1st July 2013 to 31st March, 2014.

1. Financial Results

(Amt in Rs)

Particulars Consolidated 9 month period 15 month period ended 31.03.2014 ended 30.06.2013

Revenue from Operations 127,21,93,640 5,762,203,955

Other Income 3,98,40,924 44,135,398

Net Income 131,20,34,564 5,806,339,353

PBDIT (11,93,60,159) (733,733,784)

Interest and Finance 36,49,61,086 535,615,473 Expenses

PBDT (48,43,21,245) (1,269,349,256)

Depreciation 7,52,83,890 124,132,189

PBT (55,96,05,135) (1,393,481,445)

Less: Deferred Tax - (112,708,814) Liability/(Asset)

Less : Fringe Benefit - - Tax (FBT)

Less: Current Year - - Tax (MAT)

Prior Period Tax - - Adjustment

PROFIT AFTER TAX (PAT) (55,96,05,135) (1,280,772,631)

Profit transferred to (55,96,05,135) (1,280,772,631) Reserves

(Amt in Rs)

Particulars Standalone 9 month period 15 month period ended 31.03.2014 ended 30.06.2013

Revenue from Operations 93,62,95,688 3,436,912,592

Other Income 3,98,33,321 44,135,398

Net Income 97,61,09,009 3,481,047,990

PBDIT (10,56,32,866) (850,048,638)

Interest and Finance 36,46,58,179 535,562,578 Expenses

PBDT (47,02,91,045) (1,385,611,216)

Depreciation 7,51,85,782 124,043,486

PBT (54,54,76,827) (1,509,654,702)

Less: Deferred Tax - (112,708,814) Liability/(Asset)

Less : Fringe Benefit - - Tax (FBT)

Less: Current Year - - Tax (MAT)

Prior Period Tax - - Adjustment

PROFIT AFTER TAX (PAT) (54,54,76,827) (1,396,945,888)

Profit transferred to 54,54,76,827 1,396,945,888)] Reserves

2. Operating and Financial Performance:

Since last few years textile industry is passing through very difficult business conditions. The general business environment continued to be challenging due to the uncertain global economic scenario. The major challenge of textile industry is facing by increasing cost of production arising out of rising wages, high power cost etc and excess capacity installed in the cotton yarn industry. This led to lower margins as the Company could not pass on higher costs to customers. The exports during the period under review are not significant since the ruling prices of export continued to be non remunerative for our type of products and China all of sudden stopped buying cotton yarn from India. Further during the period under review the cotton yarn scenario continues to remain in pressure due to weak domestic textile market which has further resulted into severe pressure on the margins. During the period under review i.e.in 9 months, turnover of your Company is Rs. 97.61 crores as compared to the turnover of Rs. 348.10 crores during previous accounting period of 15 months. Your Company is able to reduce its net loss to Rs.56 crores during the period under review compared to net loss of Rs.156 crores in previous accounting period of 15 months despite adverse market conditions and global recession. Ybur company is relentlessly putting all its efforts to reduce the cost and improve the operating margins but the profit of the company is still negative during the current financial year. However, despite all adverse features, Company is continuing its efforts to explore opportunities for its products in overseas markets but insufficient resources is not allowing to reap the benefits to its fullest extent.

3. Dividend

In view of loss suffered by the Company, your Directors have not recommended any dividend for 9 months period from 1st July, 2013 to 31st March, 2014.

4. Increase in Share Capital

There has been no change in the Share Capital of the Company.

5. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. No shares have been allotted under the ESOP till date nor are any stock options granted during the 9 months period from 1st July, 2013 to 31st March, 2014.

6. Listing

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

7. Subsidiary Company

The Company has one wholly owned subsidiary at UAE in the name of Birla Cotsyn (India) Limited FZE which has been setup to develop the overseas market for the Company.

The Accounts for the wholly owned Subsidiary Company, Birla Cotsyn (India) Limited FZE have been received by the Company and a

statement pursuant to section 212 of the Companies Act, 1956, forms part of this Annual Report. Your Directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the listing agreement and Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA), Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary are not attached hereto. As per the general exemption, a statement containing brief financial details of the Company''s subsidiary for the year ended 31st March, 2014, is included in this Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any Member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary at the Registered Office of the Company/its subsidiary.

8. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Practicing Company Secretary confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

9. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state as under that:

i. In the preparation of the annual accounts, applicable Accounting Standards had been followed along with proper explanation relating to material departure;

ii. The selected accounting policies were applied consistently and the Directors 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 for the 9 months period from 1st July, 2013 to 31st March, 2014 and the Loss of the Company for the 9 months period 1st July, 2013 to 31st March, 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a ''going concern'' basis.

10. Directors

Shri Satyanarayan Baheti is appointed as an Additional Director by the Board of Directors of the Company at its meeting held on 30th May, 2014. His office expires at the ensuing Annual General Meeting and the Company has received notice under section 160 of the Companies Act, 2013 proposing his candidature for Directorship along with the deposit as prescribed thereunder. He is eligible for being appointed as Director at the ensuing Annual General Meeting.

Pursuant to the provisions of Articles of Association of the Company, Shri Rakesh Kumar Dixit, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

Shri Jignesh Mehta and Shri Ram Prakash Mishra, Directors of the Company, were originally appointed as Non-Executive Independent Directors, liable to retire by rotation, under the erstwhile applicable provisions of the Companies Act, 1956. It is proposed to appoint them as Independent Directors, with a fixed tenure of five (5) years each at the ensuing Annual General Meeting of the Company, subject to approval of shareholders in terms of Section 149 of the Companies Act, 2013 ("The Act"). The Company has received separate notices under section 160 of the Companies Act, 2013 proposing their candidature for Directorship along with the deposit as prescribed thereunder.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid Directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the aforesaid Directors are being placed for approval of the members at the ensuing Annual General Meeting. The members are requested to appoint Shri Satyanarayan Baheti as Director, whose office shall not be liable to retirement by rotation and to re-appoint Shri Rakesh Kumar Dixit as Director of the Company.

11. Fixed Deposits

During the period under review, as on 31st March, 2014, the Company has outstanding fixed deposit of Rs.79,216,040/-. There is default in payment of interest and repayment of matured deposits.

Company has filed a petition on for sanctioning the scheme for rescheduling the period of repayment of Fixed Deposits and payments of interest before the Company Law Board, Western Region, Mumbai and the same is under consideration. Fixed Deposit holders have approved the scheme of rescheduling the period of repayment of fixed deposits and interest thereon. In the meantime, Company is making payment to all the Fixed Deposit holders pursuant to order passed by the Company Law Board from time to time to whom Fixed Deposit holders have approached for making payment of their Fixed Deposits. Further Company is also making payment on compassionate ground to all Fixed Deposit holders, who are approaching the Company looking to their genuine needs.

12. Accounting Period

The Company had extended its previous Accounting Period for 15 Months i.e. from 1st April, 2012 to 30th June, 2013. Accordingly, the present accounting year shall commence from 1st July, 2013 and ends on 31st March, 2014 i.e. the current financial year under review shall be for 9 months.

13. Auditors Statutory Auditors

M/s. Samria & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Samria & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 139 & 141 of the Companies Act, 2013.

Members are requested to re-appoint M/s. Samria & Co., Chartered Accountants as the Statutory Auditors of the Company.

Cost Auditors:

The Board has subject to the approval of Central Government approved the appointment M/s. M. Goyal & Co., Cost Accountants as Cost Auditors of the Company for conducting Cost Audit of Malkapur Textile unit of the Company''s'' Cotton Spinning unit, Synthetic Spinning unit, Cotton open end unit and Ginning unit for FY 2014-15 as required pursuant to section 148 of the Companies Act, 2013 read with the rules made thereunder and the order No. F No. 52/26/CAB-2010 dated 24th January, 2012 of the Government of India, Ministry of Corporate Affairs and for issuance of Compliance Report, pursuant to the Companies (Cost Accounting Records) Rules, 2011.

14. Corporate Governance Report

A report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this report.

15. Auditors Remarks

Explanation for the Qualified Opinion of the Auditors report.

1. The Company has not obtained the confirmation as all the ICD parties have filed legal cases against the Company for recovery of the amount. The Company is contesting all the legal cases filed by ICD parties and also trying for out of court settlement by way of reschedulement, concessions or one time settlement.

2. The Company is in process of getting confirmation of dues of related parties.

3. The Company has sought balance confirmations from various parties reflected under Capital Advances but no party has responded to the company''s request. The Company is pursuing with the parties for recovery of the advances given as the projects have been dropped. The Company is hopeful of recovery of the advances given.

4. The Company is trying to obtain confirmation/reconciliation of such loans. The Company is confident of recovery of the entire amount.

5. Most of the debtors are not cooperating with the Company for possible legal action against them. Company has stopped dealing with all these parties. Most of the parties have raised their quality claims/delay in supply etc. In view of this Board of Directors has decided to make provision of doubtful debts. In case of receivables outstanding for less than 6 months, the Company is confident of their recovery.

6. Due to shortage of need based working capital and no working capital facility from the working capital bank(s), one factory unit of the Company is operating at low capacity. As per recent valuation carried out by the lenders, there is no diminution in the value of plant and machinery of this unit

16. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure I to Directors Report.

17. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in terms of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the period ended 31st March, 2014.

18. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the period.

19. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Government of Maharashtra, Bankers, Vendors, Suppliers, Shareholders and Customers.

For and on behalf of the Board of Directors

Place: Mumbai Date: 1st June, 2014 Director

To the Members,

The Directors have pleasure in presenting the Seventy First Annual Report along with the Audited Accounts of the Company for the 15 months period 1st April 2012 to 30th June 2013.

1. Financial Results

(Amt in Rs)

Particulars Consolidated Standalone

15 month period Year ended 15 month period Year ended ended 30.06.2013 31.03.2012 ended 30.06.2013 31.03.2012

Revenue from Operations 5,762,203,955 10,033,880,316 3,436,912,592 7,596,442,442

Other Income 44,135,398 66,003,843 44,135,398 66,003,843

Net Income 5,806,339,353 10,099,884,159 3,481,047,990 7,662,446,285

PBDIT (733,733,784) 661,996,449 (850,048,638) 593,298,242

Interest and Finance Expenses 535,615,473 397,023,898 535,562,578 396,782,278

PBDT (1,269,349,256) 264,972,551 (1,385,611,216) 196,515,964

Depreciation 124,132,189 96,420,470 124,043,486 96,341,855

PBT (1,393,481,445) 168,552,081 (1,509,654,702) 100,174,109

Less: Deferred Tax Liability/ (Asset) (112,708,814) 59,709,963 (112,708,814) 60,373,604

Less : Fringe Benefit Tax (FBT) - - - -

Less: Current Year Tax (MAT) - 20,550,000 - 20,550,000

Prior Period Tax Adjustment - - - -

PROFIT/ (LOSS) AFTER TAX (1,280,772,631) 88,292,118 (1,396,945,888) 19,250,505

~Profit/ (Loss) transferred to Reserves (1,280,772,631) 88,292,118 (1,396,945,888) 19,250,505

2. Operating and Financial Performance:

During the period under review, net income decreased by 54.57% over the previous year, i.e. from Rs. 7,662,446,285 to Rs.3,481,047,990. Profit before tax has decreased over the previous year PBT. The fall is mainly due to the deteriorating conditions prevailing in the global economy scenario and also the interest rates hikes by the Banks. Moreover the erratic price behavior due to the government interventions have also stretched the cash flows.

3. Dividend

In view of loss suffered by the Company, your Directors have not recommended any dividend for 15 months period 1st April 2012 to 30th June 2013.

4. Increase in Share Capital

There has been no change in the Share Capital of the Company.

5. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. No shares have been allotted under the ESOP till date nor are any stock options granted during the 15 months period 1st April 2012 to 30th June 2013.

6. Listing

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2013-14 have been paid to both the Stock Exchanges.

7. Subsidiary Company

The Company has one wholly owned subsidiary at UAE in the name of Birla Cotsyn (India) Limited FZE which has been setup to develop the overseas market for the Company.

During the period under review the Company sold all the shares held in Birla Integrated Textile Park Limited on 18th March, 2013; therefore Birla Integrated Textile Park Limited is no longer a subsidiary of the Company and the Company has only one subsidiary i.e Birla Cotsyn (India) Limited FZE.

The Accounts for the wholly owned Subsidiary Company, Birla Cotsyn India Ltd FZE have been received by the Company and a statement pursuant to section 212 of the Companies Act, 1956, forms part of this Annual Report. Your Directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the listing agreement and Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA), Government of India, the Balance Sheet statement, Statement of Profit & Loss and other documents of the subsidiaries are not attached hereto. As per the general exemption, a statement containing brief financial details of the Company''s subsidiaries for the year ended 31st March, 2013, is included in this Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary at the Registered Office of the Company/its subsidiary.

8. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Practicing Company Secretary confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

9. Directors Responsibility Statement

Pursuant to Section 2I7(2AA) of the Companies Act, 1956, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, applicable Accounting Standards had been followed along with proper explanation relating to material departure;

2. The selected accounting policies were applied consistently and the Directors 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 for the 15 month period Ist April 2012 to 30th June, 2013 and the Loss of the Company for the 15 month period Ist April 2012 to 30th June, 2013.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

10. Directors

Shri Ram Prakash Mishra, Shri Jignesh Bipin Mehta and Shri R. K. Dixit are appointed as Additional Directors by the Board of Directors of the Company at its meeting held on 14th January, 2013 and 27th August, 2013 respectively. Their office expires at the ensuing Annual General Meeting and the Company has received notices under section 257 of the Companies Act, 1956 proposing their candidature for Directorship along with the deposit of five hundred rupees each. They are eligible for being appointed as Directors at the ensuing Annual General Meeting.

Pursuant to section 256 of the Companies Act, 1956 and Articles of Association of the Company, Shri Vinod Kumar Kapur, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid Directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the aforesaid Directors are being placed for approval of the members at the ensuing Annual General Meeting. The members are requested to appoint Shri Ram Prakash Mishra, Shri Jignesh Bipin Mehta and Shri R. K. Dixit as Directors, whose office shall be liable to retirement by rotation and re-appoint Shri Vinod Kumar Kapur as Director of the Company.

Shri PB. Bhardwaj (Chairman), Shri Yashovardhan Birla (Co-Chairman), Shri P V. R. Murthy (Managing Director), Shri Om Prakash Jain (Managing Director), Shri Mohan Jayakar (Director), Shri Suresh Kumar Gupta (Managing Director), Shri Upkar Singh Kohli (Director) and Shri G. L. Lath (Director), Shri Mohandas Shenoy Adige (Director) have resigned with effect from IIth January, 2013, 29th December,

2012, 30th September, 20I2, I7th December, 20I2, I2th January, 20I3, I5th May, 20I3 and 29s* August, 20I3 respectively. The Board places on record their sincere appreciation of the services rendered by them during their tenure with the Company.

11. Fixed Deposits

During the period under review, as on 30th June, 20I3, the Company has outstanding fixed deposit of Rs. 83,I6I,500. There is default in payment of interest and repayment of matured deposits.

Company has filed petition on for sanctioning the scheme for rescheduling the period of repayment of Fixed Deposits and payments of interest. In the meantime, Company is making payment to all the Fixed Deposit holders pursuant to order passed by the Company Law Board from time to time to whom Fixed Deposit holders have approached for making payment of their Fixed Deposits. Further Company is also making payment on compassionate ground to all Fixed Deposit holders, who are approaching the Company looking to their genuine needs.

12. Extension of Accounting Period

The Company was in process of getting its loan restructured from lenders and required extension to assess its financial implications. In view of the same it was decided by the management to extend the financial year of the Company upto I5 Months i.e. from 3Ist March, 20I3 to 30th June, 20I3. Accordingly, the present accounting period is from Ist April, 20I2 to 30th June, 20I3.

13. Auditors Statutory Auditors

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Kanu Doshi Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(IB) of the Companies Act, I956.

Members are requested to re-appoint M/s. Kanu Doshi Associates, Chartered Accountants as the Statutory Auditors of the Company. Cost Auditors:

The Board has subject to the approval of Central Government approved the appointment M/s. M. Goyal & Co., Cost Accountants as Cost Auditors of the Company for conducting Cost Audit from Malkapur Textile unit to the Company''s Cotton Spinning unit, Synthetic Spinning unit, Cotton open end unit and Ginning unit for FY 20I3-I4 as required pursuant to section 233B of the Companies Act, I956 read with the rules made thereunder and the order No. F No. 52/26/CAB/20I0 dated 24th January, 20I2 of the Government of India, Ministry of Corporate Affairs and for issuance of Compliance Report, pursuant to the Companies (Cost Accounting Records) Rules, 20II.

14. Auditors Remarks

Explanation for the Qualified Opinion of the Auditors report.

1. The Company Management is under process of getting the confirmations and reconciling the same, while for the ICD parties, who have filed cases it is trying to resolve this amicably by way of reschedulement, concessions or one time settlement.

2. The Company Management is under process of getting the confirmation and reconciling the same for the related parties.

The Company has observed some quality complaints and accordingly trying to negotiate the settlements with the creditors. To strengthen our case, the Company has not sought confirmations from creditors.

3. In respect of balances confirmation sought by the Company from various parties reflected under Capital Advances, no party has responded to the request of the Company and such balances are taken as appearing in books and the same are subjected to confirmations and reconciliation, consequential impact if any, will be considered as and when determined.

4. The Company is ratifying the same.

5. The Company is taking up individually and exploring possibility of legal options. However due to certain Quality issues and delays, the Company is treading with caution.

6. In view of unvaibility the Company is operating at a very low capacity.

15. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 2I7 (I)(e) of the Companies Act, I956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, are provided in Annexure I to Directors Report.

16. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in terms of Section 2I7 (2A) of the Companies Act, I956 read with Companies (Particulars of Employees) Rules, I975 during the period ended 30th June, 20I3.

17. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the period.

18. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Financial Institutions, Bankers, Vendors, Suppliers, Shareholders and Customers.

For and on behalf of the Board of Directors

Place: Mumbai

Date: 29th August, 2013 Director Director

The Directors have pleasure in presenting the Seventieth Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. Financial Results

(Amount in Rs.)

Particulars Consolidated

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 10,033,880,316 5,946,566,609

Other Income (inc. exceptional items) 66,003,843 13,364,804

Net Income 10,099,884,159 5,959,931,413

PBDIT 661,996,449 549,749,504

Interest and Finance Expenses 397,023,898 307,923,294

PBDT 26,497,2551 241,897,196

Particulars Consolidated

Year ended Year ended 31.03.2012 31.03.2011

Depreciation 96,420,468 83,441,667

PBT 168,552,083 158,455,529

Less: Deferred Tax Liability 59,709,963 4,037,436

Less : Fringe Benefit Tax (FBT) - -

Less: Current Year Tax (MAT) 20,550,000 29,000,000

Prior Period Tax Adjustment - -

PROFIT AFTER TAX (PAT) 88,292,121 125,418,093

Profit transferred to Reserves 88,292,121 125,418,093

Standalone

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 7,596,442,442 5,406,191,677

Other Income (inc. exceptional items) 66,003,843 13,364,804

Net Income 7,662,446,285 5,419,556,481

PBDIT 593,298,242 532,412,718

Interest and Finance Expenses 396,782,278 307,923,294

PBDT 196,515,964 224,489,424

Depreciation 96,341,855 83,441,667

PBT 100,174,109 141,047,757

Less: Deferred Tax Liability 60,373,604 4,037,436

Less : Fringe Benefit Tax (FBT) - -

Less: Current Year Tax (MAT) 20,550,000 29,000,000

Prior Period Tax Adjustment - -

PROFIT AFTER TAX (PAT) 19,250,505 108,010,321

PROFIT AFTER TAX (PAT) 19,250,505 108,010,321

2. Operating and Financial Performance:

During the year under review, net income (standalone) increased by 41.38% over the previous year, i.e. from Rs. 5,419,556,481 to Rs. 7,662,446,285. Profit before tax (standalone) has decreased by 28.97% over the previous year Profit before tax. The fall is mainly due to the deteriorating conditions prevailing in the global economy scenario and also the interest rates hikes by the Banks. Moreover, the fluctuations in the prices due to change in government guidelines have also stretched the cash flows.

3. Dividend

In view of the Company going in for expansion, your Directors have not recommended any dividend for the financial year ended 31st March 2012.

4. Increase in Share Capital

The Committee of Directors of the Company at its meeting held on 28th March, 2012 allotted 5,63,72,750 Equity Shares of Re. 1/- each at a premium of Re. 0.13 per share to the promoter companies, upon conversion of balance 5,63,72,750 Equity Share Warrants allotted on preferential allotment basis. The said equity shares have been listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited w.e.f 2nd July, 2012 and shall remain locked - in for a period of three years till 27th March, 2015. As on 31st March, 2012 there are no outstanding warrants pending for conversion.

Consequent to the aforesaid allotment, the paid up share capital of the Company as on March 31, 2012 stands increased from 261,22,62,404 equity shares of Rs.1/- each to 266,86,35,154 equity shares of Rs.1/- each. The amount raised from allotment of the aforesaid equity shares is utilized for meeting the working capital requirements of the Company.

5. Industrial Housing Complex Project

The Company has housed 400 workers and staff at the Industrial Housing Complex. The housing complex has benefited the company through reduction on overtime, better attendance, reduced employee turnover and increase in productivity.

6. Expansion and Modernization Project

Your Company is now embarking on an expansion program by setting up another 84,864 spindles of Cotton Yarn spinning facility at Malkapur, Maharashtra in the existing premises of the Company. The total Project Cost is Rs.33,300 Lacs. The project has been financially appraised by SBI Capital Market Ltd and Technical Evaluation study by Gherzi Eastern India Ltd.

7. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. No shares have been allotted under the ESOP till date nor are any stock options granted during the financial year ended 31st March, 2012.

8. Listing

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2012-13 have been paid to both the Stock Exchanges.

9. Subsidiary Company

The Company has one wholly owned subsidiary at UAE in the name of Birla Cotsyn (India) Limited FZE. During the year, Birla Integrated Textile Park Limited became a Subsidiary of the Company.

Birla Cotsyn (India) Limited FZE has been setup to develop the overseas market for the Company. Birla Integrated Textile Park Limited has been setup to develop the Integrated Textile Park, which has been sanctioned by the Ministry of Textile, Government of India under the SITP guidelines.

The Accounts for the wholly owned Subsidiary Companies, Birla Cotsyn India Ltd FZE and Birla Integrated Textile Park Limited have been received by the Company and a statement pursuant to section 212 of the Companies Act, 1956, forms part of this Annual Report. Your Directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the listing agreement and Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA), Government of India, the Balance Sheet statement, Statement of Profit and Loss and other documents of the subsidiaries are not attached hereto. As per the general exemption, a statement containing brief financial details of the Company's subsidiaries for the year ended March 31, 2012, is included in this Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiaries at the Registered Office of the Company/its subsidiaries.

10. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

11. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, applicable Accounting Standards had been followed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2012 and the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. Directors

Shri Vinod Kumar Kapur is appointed as Additional Directors by the Board of Directors of the Company at its meeting held on 13th August, 2012. His office expires at the ensuing Annual General Meeting and the Company has received notice under section 257 of the Companies Act, 1956 proposing his candidature for Directorship along with the deposit of five hundred rupees. He is eligible for being appointed as Director at the ensuing Annual General Meeting.

Pursuant to section 256 of the Companies Act, 1956 and Articles of Association of the Company, Shri Mohandas Shenoy Adige and Shri Upkar Singh Kohli, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the aforesaid directors are being placed for approval of the members at the ensuing Annual General Meeting. The members are requested to appoint Shri Vinod Kapur as Director, whose office shall be liable to retirement by rotation and re-appoint Shri Mohandas Shenoy Adige and Shri Upkar Singh Kohli as Directors of the Company.

Shri Navinchandra Shah (Director), Shri Sanjay Agarwal (Director) and Shri Alok Bhardwaj (Alternate Director) have resigned with effect from 29th March, 2012, 31st March, 2012 and 2nd August, 2012 respectively. The Board places on record their sincere appreciation of the services rendered by them during their tenure with the Company.

13. Fixed Deposits

During the year under review, the Company has invited fresh Fixed Deposits from its shareholders and general public. As on 31st March 2012, the Company has outstanding fixed deposit of Rs. 561.98 Lacs and unclaimed fixed deposits of Rs. Nil. There is no default in payment of interest and repayment of matured deposits.

14. Auditors Statutory Auditors

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai , Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Kanu Doshi Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Members are requested to re-appoint M/s. Kanu Doshi Associates, Chartered Accountants as the Statutory Auditors of the Company. Cost Auditors:

The Board has subject to the approval of Central Government approved the appointment M/s. Goyal & Co., Cost Accountants as Cost Auditors of the Company for conducting Cost Audit of Malkapur Textile unit of the Company for F.Y. 2012-13 as required pursuant to section 233B of the Companies Act, 1956 read with the rules made thereunder and the order No. F. No. 52/26/CAB/2010 dated 24th January, 2012 of the Government of India, Ministry of Corporate Affairs and for issuance of Compliance Report, pursuant to the Companies (Cost Accounting Records) Rules, 2011.

15. Auditors Remarks

As regards the Auditors remark at Para 3 clause (vi), no fresh loan was taken from an individual in contravention of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder during the financial year ended 31st March, 2012. The Loan from an Individual that was outstanding was within the limits specified in Rule 3 of the Companies (Acceptance of Deposit) Rules, 1975. The loan was repaid during the financial year ended 31st March, 2012

16. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided the Annexure I to Directors Report.

17. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in terms of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year ended 31st March, 2012.

18. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

19. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Financial Institutions, Bankers, Vendors, Suppliers, Shareholders and Customers.

For and on behalf of the Board of Directors

Yashovardhan Birla Co-Chairman



Place : Mumbai

Date : 13th August, 2012

To the Members,

The Directors have pleasure in presenting the Sixty-Ninth Annual Report along with with the Audited Accounts of your Company for the year ended 31st March, 2011.

I. Financial Results

(Amount in Rs.) Financial Results Year ended Year ended 31.03.2011 31.03.2010

Net Sales 5,319,755,841 3,440,057,034

Other Income 102,271,841 36,699,738

Net Income 5,422,027,682 3,476,756,772

PBDIT 534,883,839 359,834,553

Interest and Finance Expenses 307,923,294 192,863,007

PBDT 226,960,545 166,971,546

Depreciation 83,441,667 51,545,204

PBT 143,518,878 15,426,342

Less: Deferred Tax 4,037,436 21,133,717 Liability

Less : Fringe Benefit - - Tax (FBT)

Less: Current Year Tax (MAT) 29,000,000 19,616,707

Prior Period Tax Adjustment 2,471,121 (790,616)

PROFIT AFTER TAX (PAT) 108,010,321 75,466,534

2. Operating and Financial Performance:

During the year under review net income increased by 55.95%overthe previousyear, i.e. from Rs.Rs.3,476,756,772to Rs. 5,422,027,682. Profit after tax has increased by 24.34% over the previous year profits. Even though the Government has imposed ban on the export of yarn in the latter half of current year, your Company was able to clock an export turnover of Rs. 265,772,974 as against the turnover of Rs. 84,009,067 in previous year.

3. Dividend

In view of the Company going in for Expansion of doubling the present spindling capacity, your Directors have not recommended any dividend for the financial year ended 3 1st March 2011.

4. Increase in Share Capital

The Company has during the year issued 426,981,554 Bonus Shares in the proportion of ONE new fully paid equity share of Re. 1/- each for every FIVE equity shares of Re. 1 /- each held in the Company as on the Record Date (i.e. 1st October, 2010) by capitalizing the securities premium account. The said equity shares have been listed with Bombay Stock Exchange Limited and National Stock Exchange Limited w.e.f. 7th October, 2010.

The Company has also issued 106,745,500 Convertible Equity Share Warrants on 12th October, 2010 to the Promoters of the Company at an issue price of Rs. 1.13 per warrant. On 15th March, 2011 the Company has partly converted 50,372,750 convertible share warrants into Equity Shares of the Company aggregating to Rs. 569,212,075. The said equity shares have been listed with Bombay Stock Exchange Limited and National Stock Exchange Limited w.e.f. 1st July, 2011 and 4th July, 2011 respectively. As on 31st March, 2011, 56,372,750 Convertible Equity Share Warrants are outstanding.

The Share Capital of the Company as on March 31, 2011 stands increased from Rs. 2,134,908,100/- to Rs. 2,612,262,404/- The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the stipulated listing fees for the year 2011 -12 have been paid to both the Stock Exchanges

5. Industrial Housing Complex Project

Your Company has commenced the construction of Industrial Housing Complex for its workers and staff and is likely to complete the same by September 2011. Further to expedite the work process, your Company has appointed two contractors for each wing so that 500 workers could be housed at the earliest.

6. Expansion and Modernization Project

Your Company is now embarking on an expansion cum modernization program as under:

- Synthetic unit Khamgaon - Modernization plan by installing balancing equipments to improve efficiency, saving labour cost, saving power. This is underway and expected to be completed in the current year.

- Open End Unit Khamgaon - In order to achieve 33% hike in capacity, your Company is in the process of installing two more Rotor machines, out of which one machine has already been shipped from Europe.

- Ring Frame Spinning Malkapur - In order to increase in production capacity by 20%, your Company is in the process of installing 6000 spindles. This would increase the capacity from the present 36000 to 42000 spindles. All the major equipments and civil work has already arrived/ completed and the entire process of installation is expected to complete in the current year.

7. Employee Stock Options Plan

The Company had authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. No shares have been allotted under the ESOP till date nor are any stock options granted during the financial year ended 31 st March, 2011.

8. Subsidiary Company

The Company has incorporated one wholly owned subsidiary Company i.e Birla Cotsyn (India) Limited FZE Dubai on 8th December, 2010.

The Accounts for the wholly owned Subsidiary Company, M/s Birla Cotsyn India Ltd FZE, have been received by the Company and a statement pursuant to section 212 of the Companies Act, 1956, forms part of this Annual Report.

9. Management Discussion and Analysis and Corporate Governance Report

In compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49 forms part of this Annual Report.

10. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, applicable Accounting Standards had been followed along with proper explanation relating to material departure;

2. the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2011 and the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. Auditors Remarks

A regards the Auditors remark at Para 3 clause (vi), no fresh loans was taken from an individual in contravention of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under during the financial year ended 31st March, 2011. The Loan from an Individual that is outstanding is within the limits specified in Rule 3 of the Companies (Acceptance of Deposit) Rules, 1975. The same will be repaid shortly.

12. Directors

Shri Sanjay Agarwal and PVR. Murthy Directors of the Company, retires by rotation and being eligible, offer themselves for re- appointment. The Board of Directors have subject to the approval of members and such other regulatory authorities, as may be required appointed Shri PVR. Murthy as Managing Director of the Company for a period of three years w.e.f 10th August, 2011.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for re-appointment/ appointment of the aforesaid directors are being placed for approval of the members at the ensuing annual general meeting. The members are requested to re-appoint Shri Sanjay Agarwal and Shri PVR. Murthy as Directors of the Company and appoint Shri PVR Murthy as Managing Director of the Company.

Shri Debhashis Poddar resigned from the position of Manager with effect from 31st March 2011. The Board places on record their sincere appreciation of the services rendered by him during his tenure with the Company.

14. Fixed Deposits

During the year under review, the Company has invited fresh Fixed Deposits from its shareholders and general public. As on 31st March 2011, the Company has outstanding fixed deposit of Rs.234.56 Lacs. There is no default in payment of interest and repayment of matured deposits.

15. Auditors

M/s. Kanu Doshi & Co, Chartered Accountants, Mumbai Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. M/s. Kanu Doshi & Co, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224( I -B) of the Companies Act, 1956.

Members are requested to appoint M/s Kanu Doshi & Co., Chartered Accountants as the Statutory Auditors of the Company.

16. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the Annexure to Directors Report.

17. Particulars of Employees

There were no employees receiving remuneration above the prescribed limit in terms of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year ended 31st March, 2011.

18. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

19. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Financial Institutions, Bankers, Vendors, Suppliers, Shareholders and Customers.

For and on behalf of the Board of Directors

Yashovardhan Birla Co-Chairman

Place : Mumbai Date : 10th August, 2011

The Directors have pleasure in presenting the Sixty-Eighth Annual Report together with the Audited statements of Accounts of your Company for the year ended 31st March, 2010.

DIRECTORS REPORT

1. Financial Results (Amount in Rs.)

Financial Results Year ended 31.03.2010 Year ended 31.03.2009

Net Sales 3,440,057,034 1,937,744,003

Other income 36,699,738 58,235,900

Net Income 3,525,284,680 1,995,979,903

PBiT 300,793,235 134,219,355

interest and Finance Expenses 133,821,690 49,880,218

PBDiT 166,971,545 84,339,137

Depreciation 51,545,203 51,215,990

PBT 115,426,342 33,123,147

Less: Deferred Tax Liability 21,133,717 7,610,545

Less : Fringe Benefit Tax (FBT) - 473,453

Less: Current Year Tax (MAT) 19,616,707 3,860,000

Prior Period Tax Adjustment (790,616) -

PROFIT AFTER TAX (PAT) 75,466,534 21,179,149

2. Operating and Financial Performance:

During the year under review net income increased from Rs. 1,995,979,903 to Rs. 3,476,756,772 i.e. increased by 74.18% over the previous year. Profit after tax has increased from Rs.21,179,149 to Rs. 70,998,696. Your Company continues to remain a leading exporter of synthetic yarn to other countries. Your Company has increased the Exports turnover by 36.43 % i.e. from Rs. 61,573,146 to Rs.84,009,067 during the year under review. The Company continues to remain net earner of the valuable foreign exchange.

3. Dividend

in view of the improved performance of the Company, your Directors are pleased to recommend dividend of 4.5% per share on the paid up equity share capital of Company as on 31st March, 2010.

4. Issue of Global Depository Receipts (GDRs):

Pursuant to the approval of the shareholders by way of Postal Ballot on 14th December, 2009, the Company has allotted 96,890,000 GDRs underlying 968,900,000 Equity Shares issued at a premium i.e. Rs.0.20 per share. The GDRs are listed on Luxembourg Stock Exchange and the underlying shares are listed on both Bombay Stock Exchange and National Stock Exchange.

Due to the issue of 96,890,000 GDRs underlying 968,900,000 Equity Shares as on 15th March, 2010 the paid up capital of the Company raised upto 2,134,908,100 Equity Shares from 1,166,008,100 Equity Shares.

5. Expansion Project

During the year, as part of the set up of the integrated Textile Plant, the Company has commissioned the Weaving unit, while the Synthetic unit, Open End Unit and the Cotton Spinning units are fully operational.

The Company also envisages to set up an Wind Mill Project of adequate capacity. While keeping up its pace with the integrated Textile Plant Project, the Company is setting up and an industrial Housing Complex for its workers and staff at Malkapur.

7. Employee Stock Options Plan

The Company has authorized an Employee Stock Option Plan 2007 (ESOP) in their Extraordinary General Meeting held on 6th December, 2007. Along with the other procedural part a trust is to be formed for ESOP operations. The resolution for the same was passed in the last Annual General Meeting. No shares have been allotted under the ESOP till date.

8. Subsidiary Company

Your Company does not have any Subsidiary Company.

9. Management Discussion and Analysis Report

in terms of Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report is appended to this report.

10. Corporate Governance

As required by Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed. A certificate from the auditors of the Company regarding compliance of corporate governance guidelines as stipulated by the said clause is attached to this report. The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have certified to the Board on financial statements and other matters in accordance with Clause 49(v) of the Listing Agreement for the financial year ended 31st March, 2010.

11. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state as under that:

1. in the preparation of the annual accounts, applicable Accounting Standards had been followed along with proper explanation relating to material departure;

2. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2010 and the profit or loss of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the annual accounts have been prepared on a ‘going concern’ basis.

12. Auditors Remarks

The notes to the Accounts and the remarks referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

13. Directors

Shri Navinchandra Shah and Shri Mohan Jayakar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Report convening Sixty-Eighth annual general meeting of the Company. Appropriate resolutions for their re-appointment are being placed for approval of the members at the ensuing annual general meeting.

Shri Upkar Singh Kohli was appointed as an Additional Director of the Company with effect from 10th August, 2010 and holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from the member signifying his intension to propose the appointment of Shri Upkar Singh Kohli as a Director of the Company.

Your Directors recommend his appointment.

Shri Y. P. Trivedi resigned from the Board of Directors on 30th June, 2010. The Directors place on record their sincere appreciation of the valuable services rendered by Shri Y. P. Trivedi during his tenure as a Director.

Shri K. K. Baheti, Chief Executive Officer of the Company expired unexpectedly on 30th August, 2009. The Board offers its condolences to his Family and acknowledges the valuable services rendered by Shri K. K. Baheti.

14. Fixed Deposits

Your Company has not accepted any fixed deposit from the public during the period under review. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

15. Auditors

M/s. Dalal & Shah, Chartered Accountants, auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Dalal & Shah, Chartered Accountants, expressing their unwillingness to be re- appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Kanu Doshi & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

M/s. Kanu Doshi & Co., Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

16. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to Directors Report.

17. Particulars of Employees

As required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees receiving remuneration above the prescribed limit are set out in the Annexure appended to this report.

18. Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

19. Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Financial institutions, Bankers, Vendors, Suppliers, Shareholders and Customers. The Directors are pleased to place on record their appreciation for the valuable contribution made by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Yashovardhan Birla Date: 10.08.2010 Co-Chairman