The Directors present to you the Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

1.  FINANCIAL RESULTS                                  (Rs. in crores)

                                             2013-14        2012-13

Net Profit / (Loss) for the year             (21.89)        (21.95)

The year under review was highly volatile for the polyester industry and witnessed extreme pressures both on top as well as bottom lines. The increase in power cost for exorbitant increase in crude oil price resulted in huge increase in cost of production. The Polyester industry in India particularly has been suffering for incessant capacity additions in past few years in a market which was already over supplied. It has put pressure on the profitability of your company too during the year under review.

During the year under review turnover of your Company is Rs. 91 crores as compared to the turnover ofRs. 385 crores in the previous year. Your company is able to reduce its net loss during the year under review despite low turnover due to POY division remained closed for full year and working of only DTY section with adverse market conditions and global recession. The net loss during the year under review is Rs. 21.89 crores compared to the net loss ofRs. 21.95 crores in the previous year. 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. In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

3. EXPORTS

The worldwide recessionary trend prevailing in the global synthetic textile market adversely affected the exports of POY/PFY from the country. Despite of high volatility in the international market spreading over the year under review, the Company has achieved exports of about Rs. 27 crores during the year under review compared to the exports ofRs. 36 crores in the previous year. Your Company is making all fee efforts to explore the new markets and improve its market position in the globe.

4. RESTRUCTURING OF DEBTS AND SANCTION OF REVIVAL SCHEME BY HON'BLE BIFR

The Company is making continuous efforts for restructuring / settlement of remaining dues. The Draft Rehabilitation Scheme submitted to the Hon'ble BIFR with copy to Operating Agency (IFCI) in February, 2013 is under examination with the Operating Agency and onward submission to Hon'ble BIFR for circulation and sanction.

5. PUBLIC FIXED DEPOSITS

In view of the petition filed by the Company, the Hon'ble Company Law Board had passed an order on 23.1.2002 that, "The repayment of Public fixed deposits shall be made by the company in accordance with the "revival scheme" as and when approved by the BIFR under the provisions of SICA". However payments on compassionate grounds are being made continuously by the Company as per the decision of the committee formed by Hon'ble CLB for this purpose.

6. DIRECTORS

During the year under review, BIFR has withdrawn the nomination of Shri P.P. Malhotra as a Special Director of the company and nominated Shri Arun Chadha in his place as a Special Director of the Company. The Board welcomes Shri Arun Chadha and places on record its appreciation for the valuable contribution given by P.P. Malhotra during their tenure as Special Director of the Company. Shri H. L. Sharma is liable to retire by rotation and being eligible, offers himself for re-appointment.

In compliance with the provision of Section 149 and other applicable provisions of the Companies Act, 2013, Shri Niraj Rathore and Shri R. Venugopal, Directors of the Company are proposed to be appointed as Independent Directors of the Company for five consecutive years for a term upto March 31, 2019. Appropriate resolutions for the appointment/re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

7. AUDITORS

M/s. T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of the Company retires at the forthcoming Annual General Meeting. Your Directors recommend their re-appointment to audit the accounts of the Company. As required under the provision of the Section 139 of the Companies Act, 2013 the company has obtained written confirmation from M/s. T. R. Chadha & Co. that their appointment, if made, would be in conformity with the limits specified in the said section. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the financial statements and hence need no further clarifications.

8. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

Your Directors sincerely appreciate the workers, staff and officers for putting their best efforts. The Company has enjoyed healthy and cordial industrial relations throughout the year except the workers in the POY section created labor unrest and the company has declared lock out in its POY Divission form 15th November, 2012. There is no employee getting remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards read with notes on accounts have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company of the year under review;

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

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

10. PARTICULARS OF ENERGY CONSERVATION- TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE QVTGQ

The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 (A), 2 (B) and 2 (C) of the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

11. CONSTITUTION OF AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in Section 177 of the Companies Act, 2013. The present Audit Committee consists of member directors as follows:-

Shri Niraj Rathore (Independent Director) - Chairman Shri R. Venugopal (Independent Director) Shri H.L. Sharma (Non-Executive Director)

12. ACKNOWLEDGEMENTS

Yours Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Government Authorities, Employees, Customers and Shareholders during the year under review. Your Directors also appreciate the dedication and efforts of executives, staff and workers of the Company.

                                      ON BEHALF OF THE BOARD
Place: Mumbai                              (KAMALRANKA)
Date: 27th June, 2014              Chairman & Managing Director