29th annual report 2010-2011 - bombay stock exchange · boisar, dist. thane, ramprasad poddar...

BOARD OF DIRECTORS:Ramprasad PoddarChairman

Rajesh Kumar PoddarManaging Director

Dinesh Kumar PoddarSanjiv Vishwanath RungtaNirmal Kumar JainPiyush ShahRakesh GarodiaDirectors

REGISTERED OFFICE:J-15, M. I. D.C., Tarapur, Boisar,Dist. Thane, Maharashtra – 401506.

CORPORATE OFFICE:306, Tantia Jogani Industrial EstateJ. R. Boricha Marg, Lower ParelMumbai- 400011.

BANKERS:HDFC Bank Ltd.

AUDITORS:P. V. Dalal & Co.Chartered Accountants

SOLICITORS & LEGAL ADVISORS:Kanga & Company

WORKS:J-15, M.I.D.C., Tarapur,Boisar, Dist. Thane,Maharashtra - 401 506.

3-5, Dewan & Sons Industrial Complex,Village Aliyali, Palghar,Dist. Thane, Maharashtra - 401404.

29TH ANNUAL GENERAL MEETINGDate : 24TH September 2011Time : 11. 00 A.M.

Venue :J-15, M.I.D.C., Tarapur,Boisar, Dist. Thane,Maharashtra - 401506.

REGISTRARS & TRANSFER AGENTS:Bigshare Services Pvt. Ltd.,E/2, Ansa Industrial Estate,Sakivihar Road, Sakinaka, Andheri (E),MUMBAI- 400 072.Tel. No. : 022-4043 0200Fax No. : 022-2847 5207E-Mail : [email protected]

29th Annual Report 2010-2011

CONTENTS :

Notice 02

Director’s Report 04

Report on Corporate Governance 06

Auditor’s Report 12

Balance Sheet 14

Profit & Loss Account 15

Schedules 16

Cash Flow Statement 26

2

Swasti Vinayaka Synthetics Limited

NOTICE TO THE MEMBERS

Notice is hereby given that the 29th ANNUAL GENERAL MEETING of the members of SWASTI VINAYAKA SYNTHETICS LIMITED will be held on Saturday, theSeptember 24, 2011, at 11.00 a.m. at the registered office of the company at J-15, M.I.D.C., TARAPUR, BOISAR, DIST. THANE, MAHARASHTRA - 401506 totransact the following business: -

ORDINARY BUSINESS:1. To receive, consider and adopt the audited balance sheet as at 31st March, 2011 and the profit and loss account for the year ended on that date together

with the director's and auditor's report thereon.

2. To declare dividend.

3. To appoint a director in place of Mr. Sanjiv Rungta, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a director in place of Mr. Rakesh Garodia, who retires by rotation and being eligible, offers himself for reappointment5. To appoint auditors and to fix their remuneration.

SPECIAL BUSINESS:6. To Consider and if thought fit, to pass with or without modification, the following Resolution as a special Resolution “RESOLVED THAT pursuant to the

provisions of Section 198, 269, 302,309 and all other applicable provisions, if any, of the Companies Act, 1956 (hereinafter called as “the Act”) and subjectto the approval at the Annual General Meeting of the company, the consent of the Directors be and is hereby accorded for the reappointment of Mr. RajeshPoddar as Managing Director of the Company for a period of three years w.e.f. 1st January, 2011, upon and subject to the terms and conditions including theremuneration payable as set out and contained in the agreement to be entered between the Company and Mr. Rajesh Poddar, a draft whereof is placed beforethe meeting and for the purpose of identification by the Chairman hereof.

RESOLVED FURTHER THAT in the event of loss, absence or inadequacy of profits in any financial year of the Company, the remuneration payable to Mr.Rajesh Poddar shall be as specified in explanatory Statement enclosed herewith.

RESOLVED FURTHER THAT Mr. Rajesh Poddar subject to the provisions of Section 255 of the Companies Act, 1956 shall not be liable to retire by rotationduring his tenure as Managing Director of the Company.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such act, deeds, matters and things as may be considerednecessary, desirable or expedient for the purpose of giving effect to this Resolution.

By Order of the Board For Swasti Vinayaka Synthetics Ltd.

Regd. Office:J-15, M.I.D.C., Tarapur,Boisar, Dist. Thane, Ramprasad PoddarMaharashtra - 401506. (Chairman)

Place: MumbaiDate: 30th May, 2011

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELFAND PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED, STAMPED ANDSIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENTOF THE MEETING.

2. The Register of Members and Share Transfer Books will remain closed from Saturday, the 17th September, 2011 to Saturday, the 24th September, 2011(Both days inclusive).

3. Dividend, if declared, shall be disbursed to the members:- a) Whose name appears as Beneficial Owners as at the end of business hours on 16th September, 2011 as per the list to be furnished by National

Securities Depository Limited and Central Depository Services(India) Ltd. in respect of the shares held in electronic form.

b) Whose names appears as Members in the Register of Members of the Company after giving effect to valid transfers in physical form lodged withthe Company or Registrar and Share Transfer Agents on or before 16th September, 2011.

4. The Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect to the Special business under Item No. 6 to be transacted at themeeting is annexed to this notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956:

Item No. 6:

Mr. Rajesh Poddar whose previous appointment as Managing Director ended on 31st December, 2010 was re-appointed as Managing Director for the periodof three years w.e.f. 1st January, 2011.

In accordance with Schedule XIII, the appointment of Mr. Rajesh Poddar as Managing Director of the Company requires shareholders’ approval by passingSpecial Resolution, as he has attained the age of 42 years and his remuneration is within the limit prescribed in Section II (B) of Part II of Schedule XIII of theCompanies Act, 1956.

The following information is required to be disclosed in accordance with Schedule XIII:

I. GENERAL INFORMATION:

a) Nature of Industry : Textile & Garment.

b) Date of commencement of commercial production: March 1981.

c) Foreign investments or collaborations: Not Applicable

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II. INFORMATION ABOUT THE APPOINTEE:

a) Background details:

Mr. Rajesh Poddar 42 years old is Bachelors in Industrial Engneering by qualification. He was appointed as Director of the Company on 1st January, 2006. Mr.Rajesh Poddar who is presently Managing Director of the Board and whose previous appointment as Managing Director ended on 31st December, 2010 is re-appointed at the Board meeting held on 17th January 2011 as Managing Director for a period of three years effective from 1st January 2011 upto 31st December2013. The draft agreement between theCompany and Mr. Rajesh Poddar for his reappointment contains interalia the following terms and conditions.

b) Past remuneration:

Last drawn salary by the Managing Director was Rs 5.10 lakh p.a. during the financial year 2011.

c) Job profile and his suitability:

The Managing Director would have the authority to oversee and implement the day-to-day operations of the Company. Managing Director will also beresponsible for formulating the policies and strategies in consent with the Board of Directors of the Company. The appointee has clear vision and foresight towork for the prosperity and success of the company. The Managing Director has immense capacity for hard work, interpersonal skills, extraordinary ability foranalytical thinking and positive attitude.

(i) Salary: Rs. 1,25,000/-(Rupees One lakh Twenty five thousand only) per month.

(ii) Perquisites and allowances:

(a) In addition to the salary payable, the Managing Director shall be entitled to perquisites and allowance like accommodation (furnished or otherwise) or houserent allowance in lieu thereof; house maintenance allowances together with reimbursement of expenses or allowance for utilities such as gas, electricity, water,furnishing, repairs, society charges, property tax, medical reimbursement, medical/accident insurance, leave travel concession for himself and his family;club fees and other perquisites and allowances in accordance with rules of the Company or as may be agree to by the Board of Directors and the ManagingDirector.

(b) For the purposes of calculating the above ceiling, perquisites and allowances shall be evaluated as per Income-tax Rules, wherever applicable. In theabsence of any such Rules, perquisites and allowances shall be evaluated at actual cost.

(c) Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund, to the extent these either singly or together are not taxable underthe Income Tax Act, gratuity payable as per rules of the Company and encashment of leave at the end of the tenure shall not be included in the computationof limits for the remuneration or perquisites aforesaid.

(d) The total remuneration including salary, perquisites, allowances (other than exempted perquisites and allowance) and other monetary benefits shall notexceed the maximum ceiling of Rs. 2,50,000/- per month.

(iii) Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of the appointee, the Company hasno profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites and allowances as specified above.

(iv) General Terms & Conditions:

(a) The terms and conditions of the said appointment and/or agreements may be altered and varied from time to time by the Board as it may, in its discretion,deem fit within the maximum amount payable to the Managing Director in accordance with Schedule XIII to the Act or any amendments made hereafter in thisregard.

(b) The appointment may be terminated by either party giving the other party six months notice, or the Company paying six months salary in lieu of the notice.

(c) If at any time the Managing Director ceases to be a Director of the Company for any cause whatsoever, he shall cease to be the Managing Director ofthe Company.

III. OTHER INFORMATION:

a) Reasons for loss or inadequate profits:

The company has made profits during the current financial year and is also paying dividends for the last four consequent years. However the profits areinadequate to pay desired remuneration to the appointee.

In accordance with the provisions of Section 309 of the Act, the terms of remuneration specified above are now being placed before the Members in GeneralMeeting for their approval.

The draft Agreement between the Company and Mr. Managing Director is available for inspection by the members of the Company at the Registered Officeof the Company between 11.00 am. and 1.00 p.m. on any working day till the Annual General Meeting of the Company.

Your directors recommend passing of the special resolution.

None of the directors except Mr. Rajesh Poddar is interested in the passing of the said resolution.


Regd. Office:J-15, M.I.D.C., Tarapur,Boisar, Dist. Thane, Ramprasad PoddarMaharashtra - 401506. (Chairman)


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DIRECTOR’S REPORT

ToThe Members,

The Directors have pleasure in presenting the 29th Annual Report and the Audited Statement of Accounts for the Year ended31st March, 2011.

FINANCIAL RESULTS : (Rs. In Lacs)

Sr.No. Particulars 31.3.2011 31.3.2010( For 12 Months) ( For 15 Months)

1. Sales income from operation and other income 1605.49 2042.142. Profit Before Depreciation & Tax 104.04 19.733. Less: Depreciation 43.90 86.374. Profit Before Tax 60.14 (66.64)5. Less : provision for Tax 18.50 33.506. Profit / Loss After Tax 41.64 (100.14)7. Prior year Adjustment 1.31 1.238. Profit / Loss after Adjustment 42.95 (98.91)9. Add : Transfer From General Reserve - 80.00

10. Add Balance carried from previous year (53.72) 6.1411. Net Profit / Net Loss (10.78) (12.77)12. Less : Proposed dividend 28.00 35.0013. Less : Dividend Distribution Tax 4.65 5.9514. Transfer to General Reserve - -15. Balance Transferred to Balance Sheet (43.43) (53.72)

DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Rs. 0.04 per equity share of Re. 1/-each (4%) aggregating Rs. 28.00 Lacs for the year ended on 31st March, 2011.

OPERATIONS AND FUTURE PROSPECTS:

During the year under review the Company’s Profit After Tax stood at 41.64 Lacs, (Previous Year Rs. 100.14 Loss for 15 monthsperiod). The cotton prices were highly volatile in the year under review and peaked out in the middle. In the current year the priceshave normalized to some extent and we are hopeful to reap the benefits of the high growth rate of the economy provided theinflation is reined in urgently.

DIRECTORS:

Mr. Sanjiv Rungta and Mr. Rakesh Garodia retire by rotation and, being eligible, offer themselves for re-appointment at theensuing Annual General Meeting.

Mrs. Nupur Poddar resigned as director in the Company. The Board place on record its appreciation for the services renderedduring her tenure as director in the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors state that: -i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are

no material departures.ii. The Directors had selected such accounting policies and applied them consistently and made judgment and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year covered under this Report and of the Loss of the Company for the year.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Fixed Deposits from the Public within the meaning of Section 58A of theCompanies Act, 1956.

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

Information in accordance with the provisions of Sections 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the relevant data pertaining to conservation ofenergy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

Corporate Governance Reports along with Certificate of the Company Secretary in Practice pursuant to clause 49 (revised) ofthe Listing Agreement with the Stock Exchanges have been included in the report. Your company has been practicing theprinciple of good Corporate Governance over the years. The Board of Directors supports the broad principles of CorporateGovernance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability andintegrity.

MANAGEMENT DISCUSSION AND ANALYSIS:

1. Business environment : The industries are facing hefty challenges with raw material and man power. With surgingdemand from corporates and RMG sector and shortage of skilled labour coupled with highly volatile yarn market it isbecoming increasingly difficult to maintain the margins. The introduction of excise on garments has been a dampener inorders in the fourth quarter of the year under review.

2. Strength and Opportunities : Your Company has faced volatile markets earlier and has worked in the excise regime also.The company has increased its exposure in shirting RMG sector with addition of Raymond Ltd. in its customer list.

The Real estate market was stagnant in the period under review and looks very encouraging from second quarter of thiscurrent year,

“Ivy League” has done exceedingly well in the year under review by adding HNIs in its customer portfolio and the brandingexercise through advertisement in magazines has begun to show recognition.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's shares are being actively traded.The Company has paid Listing Fees for the year 2010-2011.

AUDITORS:

M/s. P V Dalal & Co. Chartered Accountants, (Firm Registration No. 102049W), Mumbai will retire at this meeting and beingeligible offer themselves for re-appointment.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of employees) Rules, 1975.

ACKNOWLEDGEMENTS:

We take this opportunity to thank shareholders for your continued support and trust in Swasti Vinayaka group and its managementteam which we cherish & value from the bottom of our hearts.

We record our gratitude to the HDFC bank for their assistance and co-operation during the year. We also wish to place on recordour appreciation for the dedicated services of the employees of the Company.


Ramprasad Poddar(Chairman)

Registered Office:J-15, M.I.D.C., Tarapur,Boisar, Dist. Thane,Maharashtra - 401506.


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CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Your Company believes that Corporate Governance is a powerful medium to sub serve the long-terminterest of all the shareholders, creditors, customers, employees and other stakeholders. CorporateGovernance strengthens Investors and creditors trust and ensures a long-term partnership thathelps in fulfil l ing our quest for achieving significant growth and profits. Your Company is committedto benchmarking itself with good governance and operates with transparency, professionalism,good conduct and value based systems.

2. BOARD OF DIRECTORS :The present strength of Board of Directors is 8 (Eight), whose composition and category is given below:

(A) THE CONSTITUTION OF THE BOARD AS ON MARCH 31, 2011

The Composition of the Board of Directors and also the number of other Directorship or Committees ofwhich they are member/ Chairperson are as given below:

Directors Category No. of other No. of other Directorship Committee positions

Public Private Member Chairman

Ramprasad Poddar Promoter Non-Executive 6 3 —— 2Dinesh Kumar Poddar Promoter Non-Executive 5 2 4 1Rajesh Kumar Poddar Promoter Executive 3 2 5 ——Nupur Rajesh Poddar Promoter Director 2 1 —— ——Rakesh Nathmal Garodia Independent —— —— —— ——Nirmal Jain Independent 2 —— —— ——Piyush Shah Independent 2 —— —— 1Sanjiv Vishwanath Rungta Independent 1 —— 1 2

(B) BOARD PROCEDURE

The Board of the Company met 8 (Eight) times during the year-ended 31.3.2011. Notice and Agenda werecirculated in advance of each meeting of the Board of Directors. The Chairman briefed the Board at everymeeting on the overall performance of the Company. The Board mainly deliberated on the following subjects:

- Strategy and Business Plans- Operations and Capital Expenditures- Finance and Banking operations- Adoption of Quarterly/Half yearly/ Annual Results- Compliance with Statutory/ Regulatory requirements and review of major Legal Issues- Significant Labour Issues

(C) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUALGENERAL MEETING:

During the year ended March 31, 2011, 8 Board Meetings were held on April 30, 2010, May 31, 2010, July 24, 2010,September 25, 2010, October 28, 2010, January 17, 2011 February 21, 2011, March 28, 2011.

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Name of the Directors No. of Board Attendance RemarksMeeting At last AGM HeldAttended on September 25, 2010

Ramprasad Poddar 8 Yes --

Dinesh Kumar Poddar 8 Yes --

Rajesh Kumar Poddar 8 Yes --

Nupur Rajesh Poddar 8 -- --

Rakesh Nathmal Garodia 5 -- --

Nirmal Jain 5 -- --

Piyush Shah 5 Yes --

Sanjiv Vishwanath Rungta 5 -- --

(D) DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT:

The brief particulars of the Director being re-appointed as Director retiring by rotation and new appointment of directorat the ensuing Annual General Meeting are as under:

(i) Mr. Sanjiv Rungta retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.Mr. Sanjiv Rungta, 49 years old is commerce graduate by qualification. He is having more than 25 years of experiencein Finacial Accounting. His continuation will be an asset to the company.

(ii) Mr. Rakesh Garodia retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.Mr. Rakesh Garodia, 49 years old is a B.com by qualification. He has acquired knowledge and experience in management

of the Company. His continuation on the Board will be beneficial and an asset to the Company.

3. Committees of the Board:The Board of Directors has constituted Three committees of the Board - (i) The Audit Committee (ii) RemunerationCommittee and (iii) The Share Transfer and Investors Grievance Redressal Committee.

i) Audit Committee :The Committee's powers, role and functions are as stipulated in Clause 49 of the Listing Agreement and underSection 292 A of the Companies Act, 1956.

COMPOSITIONThe Audit Committee consists of 3 (Three) Independent Directors and 1 (one) Non-Executive Director. Mr. SanjivRungta is the Chairman of the Audit Committee. The members of the committee have requisite experience incorporate management, finance, Accounts and corporate laws. The Audit committee held four meetings during theyear and there was no time gap of more than Four months between any two meetings.The Audit Committee consists of:

1. Mr. Sanjiv Rungta - Chairman2. Mr. Nirmal Jain - Member3. Mr. Dinesh Poddar - Member4. Mr. Piyush Shah - Member

During the year ended March 31, 2011; Four Audit Committee Meetings were held on May 31, 2010, July 24, 2010,October 28, 2010 and January 17, 2011 and there was no time gap of more than four months between any two

meetings. The entire members have attendances at the meeting of the Audit Committee.

ii) Remuneration Committee :

- To review, assess and recommend the appointment of Managing/ whole time directors.- To periodically review the remuneration package of Managing/ whole time directors and next level and

recommend suitable revision to the Board.- To seek financial position of the Company.

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- Trends in the Industry.- Interest of the company and shareholders.

The Remuneration Committee shall determine on behalf of the Board and on behalf of the shareholders, specificremuneration packages for Managing Directors and Whole time Directors.

COMPOSITION:

The Remuneration Committee consists of 2 (Two) Independent Directors and 1(One) Non-Executive Director, Mr.Nirmal Jain is the Chairman of the Remuneration Committee.

During the year ended March 31, 2011, One Remuneration Committee meeting was held on December 30, 2010 toapprove the appointment of Managing Director.

The Composition of the Committee is as follows:

1. Mr. Nirmal Jain – Chairman2. Mr. Dinesh Poddar – Member3. Mr. Rakesh Garodia _ Member

The Board of Directors decides the remuneration payable to the Managing/Whole-time Directors. The break up ofthe remuneration paid to Managing Director and the Whole time Directors is as follows:

Sr. No. Name of Directors Salary Benefits Total

1. Rajesh Poddar 5,61,000/- 2,65,426/- 8,26,426/-

2. Nupur Poddar 4,95,000/- 1,96,950/- 6,91,950/-

(iii) Investors and shareholders Grievance & Share Transfer Committee :

The "Investors Grievance & Share Transfer Committee" of the Board, look into various issues relating to investorgrievances and to deal with matters relating to transfers/transmissions of shares, and monitors redressal ofcomplaints from shareholders relating to transfers, non-receipt of balance-sheet, non-receipt of dividends declared,issue of duplicate share certificates, etc.

COMPOSITION:

The present composition of committee is as follows:

1. Mr. Ramprasad Poddar - Chairman2. Mr. Dinesh Poddar - Member3. Mr. Rajesh Kumar Poddar - Member

The Company's shares are compulsory traded in the dematerialized form and have to be delivered in thedematerialized form at Stock Exchanges. To expedite transfers in the physical segment, Mr. N T Hegde, CEO, isacting as Compliance Officer.

All the complaints received are replied to the satisfaction of the shareholders. There are no pending complaintsrequiring intervention of the committee.

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4. GENERAL BODY MEETINGS :

Location and time, where last three Annual General Meetings were held is given below:

Financial Year Date Location of the Meeting Time

31.03.2010 25.09.2010 J-15, M.I.D.C., Tarapur, Boisar, 11.00 A.M.Dist. Thane, Maharashtra-401506



5. DISCLOSURE:

The Company had not entered into any transaction of a material nature, which will have a conflict with its interestduring the year.

The disclosure of related party transactions as required by the accounting standard (AS) 18 on 'Related Partydisclosures' issued by the Institute of Chartered Accountants of India (ICAI) is given under note no. 6 of notes on theannual accounts. All the transactions covered under related party transactions were fair, transparent and at armslength.

There was no material non-compliance by the Company and no penalties or strictures imposed on the Company bythe stock exchanges, SEBI or statutory authorities on any matter related to Capital Markets during last three years.

6. MEANS OF COMMUNICATIONS :

The quarterly, half yearly and annual results are communicated to the Mumbai Stock Exchanges where the Company'sshares is listed as soon as the same are approved and taken on records by the Board of Directors of the Company.Further the results are published in widely circulating national and local dailies. The quarterly & half-yearly results arenot sent individually to the shareholders.

7. GENERAL SHAREHOLDERS INFORMATION :

a. Registered Office : J-15, MIDC, TarapurBoisar, Dist. ThaneMaharashtra – 401 506

b. Annual General Meeting : Date and Time : September 24, 2011 at 11.00 A.M.

c. Venue : Registered Office of the Company At J-15, MIDC Tarapur, Boisar, Dist. Thane.

Financial Calendar (2010-11) : Result to be tabled &adopted in the month of

i) First Quarter ended June 30, 2011 : July, 2011

ii) Half Yearly / Second Quarter ended September 30, 2011 : October, 2011

iii) Third Quarter / Nine Months ended December 31, 2011 : Jan, 2012

iv) Yearly Audited/Fourth Quarter ended March 31, 2012 : May, 2012

d. Date of Book Closure : Saturday 17th September, 2011 toSaturday 24th September, 2011(Both days inclusive)

e. Dividend payment date : Within 30 days of AGM; if approved by theShareholders of the Company.

f Listing at stock Exchanges : The Stock Exchange, Mumbai

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g. Stock Code : Physical Segment – BSE: 510245NSDL/CDSL-ISIN: INE 804A01025

h. Stock Market Data : The monthly high and low prices during theyear at BSE is as follows:

Months Mumbai Stock Exchange

High Low

April, 2010 2.95 2.17May, 2010 2.84 2.00June, 2010 3.00 2.36July, 2010 3.68 2.45August, 2010 5.13 3.30September, 2010 7.54 4.55October, 2010 17.39 7.18November, 2010 15.05 11.77December, 2010 14.43 9.82January, 2011 12.64 7.07February, 2011 11.65 8.69March, 2011 10.39 7.09

i. SHARE HOLDING PATTERN AS ON 31.03.2011 :

Category No. of Shares %

Promoters 35700000 51.00Mutual Funds, Banks, etc. 0 0.00Corporate Bodies 7956119 11.37NRI / OCB’s 24461 0.03Indian Public 26319420 37.60

TOTAL 70,000,000 100.00

* Out of these, 65469520 (93.53%) shares are Dematerialized and the balance 4530480 (6.47%) are lying in physical

form as on 31.03.2011.

j. SHARE TRANSFER SYSTEM:

Trading in Equity Shares of the Company is permitted only in dematerialised form as per notification issued by theSecurities and Exchange Board of India (SEBI). Big Shares Services Private Limited handles both Demat andPhysical Shares Transfers.

The shareholders / Investors Grievance Committee meets periodically to consider the transfer and other proposalsand attend to shareholders grievances.

The Share Transfers, which are received in physical form, are processed and the share certificates are returnedwithin 21 days from the date of receipt, subject to Documents being valid and complete in all respects. There are nosuch instances pending with the Company at the year-end.

k. DISTRIBUTION OF SHARE HOLDING AS 31.03.2011

NO. OF SHARE (RANGE) NO.OF SHAREHOLDERS % TOTAL HOLDING IN RS. %

Upto 5,000 7979 90.63 10040906 14.345001 TO 10,000 401 4.55 3202097 4.5710,001 TO 20,000 188 2.14 2745744 3.9220,001 TO 30,000 60 0.68 1511965 2.1630,001 TO 40,000 31 0.35 1109270 1.5940,001 TO 50,000 32 0.36 1488755 2.1350,001 TO 1,00,000 42 0.48 3252462 4.65100,001 AND ABOVE 71 0.81 46647801 66.64

TOTAL 8804 100.00 70000000 100.00

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l. REGISTRAR AND SHARE TRANSFER AGENT : Bigshares Services Private Limited,E-2, Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri (East), Mumbai - 400 072Phone No.: 2847 0652 / 53, 48430200.

m. COMPLIANCE OFFICER : Mr. Nagabhushan Hegde,306, Tantia Jogani Industrial Estate,J. R. Boricha Marg, Lower Parel,Mumbai – 400 011.Phone No.: 2309 1421, 43443555.

n. PLANT LOCATION : J-15, M.I.D.C, Tarapur, BoisarDist. Thane - 401 506

&3-5, Dewan & Sons Ind. Complex,Village Aliyali, Palghar, Dist.Thane, Maharashtra-401 404.

o. CORPORATE OFFICE : 306, Tantia Jogani Industrial Estate(ADDRESS FOR CORROSPONDENCE) J. R. Boricha Marg, Lower Parel,

Mumbai – 400 011.

Certificate regarding Compliance of Corporate Governance

To the Members ofSWASTI VINAYAKA SYNTHETICS LIMITEDJ-15, M.I.D.C, Tarapur,Boisar, Dist. Thane - 401 506

We have reviewed the compliance of conditions of Corporate Governance by SWASTI VINAYAKA SYNTHETICS LIMITED , forthe year ended on March 31, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Mumbaistock exchange.

The compliance of conditions of corporate governance is the responsibility of the management. Our review was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For SANDEEP DAR & CO. Company Secretary in Practice

Place: MumbaiDate: 30th May, 2011 Proprietor

C. P. No. 1571

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AUDITOR’S REPORTTo the MembersSwasti Vinayaka Synthetics Limited

1. We have audited the attached Balance Sheet of SwastiVinayaka Synthetics Limited as at 31st March, 2011, Profit &Loss Account and Cash Flow Statements of the company forthe year ended on that date. These financial statements arethe responsibility of the company’s management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditing standardsgenerally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing theaccounting principles used and significant estimates madeby the management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003,issued by the Central Government in terms of Section 227(4A)of the Companies Act, 1956, and on the basis of such checksof the books and records as we considered necessary andappropriate and according to the information and explanationsgiven to us during the course of the audit, we enclose in theAnnexure, a statement on matters specified in paragraphs 4and 5 of the said order.

4. Further to our comments in Annexure referred to above, wereport that :

a) We have obtained all the information and explanations whichto the best of our knowledge and belief were necessary forthe purpose of our audit.

b) In our opinion, proper books of accounts as required by thelaw have been kept by the Company, so far as appears fromour examination of those books.

c) The Balance Sheet and the Profit and Loss Account dealtwith by this report are in agreement with the books.

d) In our opinion, the Profit and Loss account and Balance Sheetdealt with by this report comply with the Accounting Standardsreferred to in sub section (3c) of Section 211 of the CompaniesAct, 1956.

e) On basis of the written representation received by thecompany from its directors and taken on record by the boardof directors, we state that none of the directors of thecompany is disqualified as on 31st March, 2011 from beingappointed as director in terms of Section 274(1)(g) of theCompanies Act ,1956.

f) In our opinion, and to the best of our information and accordingto the explanations given to us, the said accounts read withthe Notes thereon specified in Schedule 15 give the informationrequired by the Companies Act, 1956, in the manner sorequired and give true and fair view.

i. In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March, 2011, and

ii. In the case of Profit and Loss Account of the Profit for theyear ended on that date.

iii. In the case of Cash Flow Statements of the company CashFlow for the year ended on that date.

FOR P. V. DALAL & CO.CHARTERED ACCOUNTANTS

(Firm Registration No. 102049W)

PARESH V. DALALPlace : MUMBAI, PROPRIETORDated: 30th May, 2011 Mem. No. 33355.

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 3 of our report of even date to themembers of Swasti Vinayaka Synthetics Limited for the yearended 31st March, 2011)

i) a. The Company records in respect of fixed assets includingquantity details & situation of fixed assets is under compilation.

b According to the information and explanations given to us,the fixed assets have been physically verified by themanagement at the year end. In our opinion, such frequencyis reasonable having regard to the size of the company andthe nature of its business. As explained to us, thediscrepancies noticed on physical verification as comparedto available records maintained by the company, were notmaterial and have been properly dealt with in the books ofaccounts.

c. In our opinion no portion of fixed assets of the company hasbeen disposed off during the year.

ii) a. As explained to us, the management has conducted physicalverification of stocks of raw materials, finished goods, semifinished goods and other stocks at the year end.

b. In our opinion, and according to the information andexplanations given to us, the procedures of physicalverification of inventory followed by the management arereasonable and adequate in relation to the size of the companyand nature of its business.

c. On the basis of our examination of inventory records, in ouropinion, the company has maintained reasonable records ofinventory. Discrepancies noticed on physical verification ofinventory as compared to the book records were not materialand these have been properly dealt with in the books ofaccount.

iii) a. During the year, the company has availed/ obtained unsecuredloans from companies/other parties listed in the registermaintained under section 301 of the Companies Act 1956.Themaximum amount involved during the year and the year endbalance of such loan was Rs. 385.47 lacs and 101.29 lacsrespectively. The company has granted unsecured loan tocompany listed in the registered maintained under section301 of the Companies Act 1956. The maximum amount involveduring the year and the year end balance of such loan wasRs. 42.43 lacs and 38.23 lacs respectively.

13


b. In our opinion, and according to the information andexplanations given to us, the rate of interest and other termsand conditions wherever stipulated, on which the loans wereavailed/granted are prima facie, not prejudicial to the interestof the company.

c. According to the information and explanations given to us,the loans availed/granted by the company, referred to inparagraph (a) above, are repayable at call. In our opinion thecompany is regular in payment of interest and repayment ofprincipal wherever stipulated.

iv) In our opinion and according to information and explanationsgiven to us, there are adequate internal control procedurescommensurate with the size of the company and the natureof its business for the purchase of inventory, fixed assetsand for the sale of goods. Further, on the basis of ourexamination of books and records of the company, andaccording to the information and explanations given to us,we have neither come across nor have been informed of anycontinuing failure to correct major weaknesses in theaforesaid internal control procedures.

v) a. According to the information and explanations given to us,we are of the opinion that the transactions that need to beentered into the register in pursuance of Section 301 of theCompanies Act 1956, have been so entered.

b. In our opinion and according to the information andexplanations given to us, the transactions made in pursuanceof contracts or arrangements entered in the registermaintained under Section 301 of the Companies Act 1956,and exceeding the value of Rupees Five hundred thousand inrespect of any party during the year have been made atprices which are reasonable having regard to prevailingmarket prices, or with regard to the similar transactionsconducted with other parties.

vi) As per the information and explanations given to us, thecompany has not accepted any deposits from the public towhich the directives issued by the Reserve Bank of Indiaand the provisions of section 58A and 58AA of the CompaniesAct 1956 and the rules framed there under are applicable.

vii) The company has an internal audit system, the scope andcoverage of which needs to be strengthened tocommensurate with the size of the company and nature of itsbusiness.

viii) According to the information and explanations given to us thecentral government has not prescribed maintenance of costrecords under section 209 (i)(d) of the Companies Act 1956.

ix)a. According to the information and explanations given to us,the company is regular during the year in depositingundisputed statutory dues including provident fund, wealthtax, sales tax, customs duty and excise duty with theappropriate authorities, and no amounts were outstandingas at 31st March 2011, for more than six months from thedate they become payable.

b. According to the information and explanations given to us atthe balance sheet date, the company has no amountoutstanding in respect of disputed income tax, wealth tax,sales tax, customs duty, excise duty.

x) As at the balance sheet date, the company has accumulatedlosses and the company has not incurred cash loss in thecurrent financial year and in the immediately preceding financialyear.

xi) According to the information and explanations given to us,the company has not committed default in repayment of duesto banks and financial institutions.

xii) As the Company has not granted any loans or advancesagainst security by way of pledge of shares and securities,clause (xii) of paragraph 4 of the order is not applicable toCompany.

xiii) In our opinion, the company is not a chit fund / nidhi / mutualbenefit fund / society, clause (xiii) of paragraph 4 the order isnot applicable to the Company.

xiv) According to the information and explanations given to us,the company is not dealing or trading in shares, securitiesand other investments clause (xiv) of paragraph 4 of theorder is not applicable to the company.

xv) According to the information and explanations given to us,the company has not given any guarantees for loans takenby others from banks or financial institutions

xvi) In our opinion and according to information and explanationsgiven to us, during the year, the company has obtained theterm loan and utilized for the purpose for which it was obtained.

xvii) In our opinion, and according to the information andexplanations given to us, and on an overall examination of thebalance sheet of the company, we state that during thefinancial year the company has not raised funds on a shortterm basis which have been used for long term investmentand vice versa.

xviii) The company has not made any preferential allotment ofshares, debenture or public issue during the year to theparties and companies covered in the register maintainedunder Section 301 of the Companies Act 1956. Hence clausexviii and xix of the Order does not applied

xix) To the best of our knowledge and according to the informationand explanations given to us, there have been no cases offraud on or by the company noticed or reported during theyear.

FOR P. V. DALAL & CO.CHARTERED ACCOUNTANTS

(Firm Registration No. 102049W)

PARESH V. DALAL Place : MUMBAI, PROPRIETORDated: 30th May, 2011 Mem. No. 33355.

14


BALANCE SHEETAS AT 31ST MARCH, 2011

AS AT31/03/2011

(for 12 Months)Rs.

AS AT31/03/2010

(for 15 Months)

SCHEDULESRs.

SOURCES OF FUNDS :1.SHAREHOLDERS‘ FUNDS(a) Capital 1 70,000,000 70,000,000(b) Reserves & Surplus 2 24,779,494 25,245,294

94,779,494 95,245,294

2. LOAN FUNDS(a) Secured Loans 3 46,104,435 48,555,371(b) Unsecured Loans 4 31,509,019 36,067,384

77,613,454 84,622,755 TOTAL 172,392,948 179,868,049

APPLICATION OF FUNDS :1. FIXED ASSETS 5GROSS 173,163,835 171,169,618LESS: ACCUMULATED DEPRECIATION 106,007,756 101,183,947NET 67,156,078 69,985,671

2. INVESTMENTS 6 1,110,856 1,079,700

3. CURRENT ASSETS, LOANS AND ADVANCES(a) Inventories 7 57,922,687 61,601,044(b) Sundry Debtors 8 31,391,458 29,807,492(c) Cash & Bank Balances 9 2,240,603 1,812,082(d) Loans and Advances 10 35,616,817 37,133,765

127,171,565 130,354,383

Less: CURRENT LIABILITIESAND PROVISIONS(a) Liabilities 11 18,923,195 19,479,021(b) Provisions 12 8,465,052 7,445,000

27,388,247 26,924,021

NET CURRENT ASSETS 99,783,318 103,430,362

4. Profit and Losss Account 4,342,696 5,372,315

TOTAL 172,392,948 179,868,049

NOTES TO BALANCE SHEET AND PROFITAND LOSS ACCOUNT 15As per our attached report of even date

For P.V. DALAL & CO. RAMPRASAD PODDAR ChairmanChartered Accountants(Firm Registration No. 102049W) RAJESH KUMAR PODDAR Managing Director

PARESH V. DALAL DINESH KUMAR PODDAR DirectorProprietorMem. No.33355Place: Mumbai,Dated : 30th May, 2011

15


PROFIT AND LOSS ACCOUNT FOR YEAR ENDED 31ST MARCH, 2011

CurrentYear Rs.

(for 12 Months)Rs.

PerviousPeriod Rs.

(for 15 Months)

SCHEDULESRs.

INCOME :From Operations 159,041,016 200,047,611From Other Sources 13 1,507,498 4,166,658

Total 160,548,515 204,214,269

EXPENDITURE :Manufacturing and Other Expenses 14 144,001,999 193,565,907Interest : To Banks 2,564,711 8,596,291 To Others 3,577,478 78,851

6,142,190 8,675,142

Total 150,144,189 202,241,049

PROFIT BEFORE DEPRECIATION & TAX 10,404,326 1,973,220

DEPRECIATION 4,390,425 8,637,335

PROFIT / (LOSS) BEFORE TAX 6,013,901 (6,664,115)

PROVISION FOR TAX / FBT 1,850,000 3,350,000PROFIT / (LOSS) AFTER TAX 4,163,901 (10,014,115)PRIOR YEAR ADJUSTMENT 130,771 123,122

PROFIT / (LOSS) AFTER ADJUSTMENT 4,294,672 (9,890,993)ADD : TRANSFER FROM GENERAL RESERVE 8,000,000ADD : BALANCE CARRIED FROM PREVOUS YEAR (5,372,315) 613,678

(1,077,644) (1,277,315)APPROPRIATIONPROPOSED DIVIDEND 2,800,000 3,500,000DIVIDEND DISTRIBUTION TAX 465,052 595,000TRASFER TO GENERAL RESERVE - -BALANCE CARRIED TO BALANCE SHEET (4,342,696) (5,372,315)

(1,077,644) (12,77,315)

NOTES TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 15 As per our attached report of even date

For P.V. DALAL & CO. RAMPRASAD PODDAR ChairmanChartered Accountants(Firm Registration No. 102049W) RAJESH KUMAR PODDAR Managing Director

PARESH V. DALAL DINESH KUMAR PODDAR DirectorProprietorMem. No.33355Place: Mumbai,Dated :30th May, 2011

16


SCHEDULES FORMING PART OF ACCOUNTS: 2010-2011

AS AT31/03/2011

(for 12 Months)Rs.

AS AT31/03/2010

(for 15 Months)Rs.

SCHEDULE - 1SHARE CAPITAL :AUTHORISED8,00,00,000 Equity Shares of Rs. 1/- each 80,000,000 80,000,000

ISSUED, SUBSCRIBED AND PAID UP7,00,00,000 Equity Shares of Rs. 1/- each 70,000,000 70,000,000fully paid up

TOTAL 70,000,000 70,000,000

SCHEDULE - 2RESERVES AND SURPLUS :GENERAL RESERVEBalance as per last Balance Sheet 11,000,000 19,000,000ADD: TRANSFER TO/FROM PROFIT & LOSS ACCOUNT - ( 8,000,000)

11,000,000 11,000,000

SHARE PREMIUM 2,327,362 2,327,362CAPITAL RESERVE 30,150 30,150REVALUATION RESERVE :Balance as per last Balance Sheet 11,887,782 12,470,032Less : Depreciation on Revaluation 485,800 582,250

11,421,982 11,887,782

Profit & Loss Account -

TOTAL 24,779,495 25,245,294SCHEDULE - 3

SECURED LOANS :Term Loans :From Bank 13,769,983 18,499,652Cash Credit From Banks 32,334,452 30,055,719

TOTAL 46,104,435 48,555,371

Note : 1) Term Loan - is secured by First charge on assets procured through bank finance, Equitable mortgage on Galas, exclusive

hypothication charge on movable fixed assets of the company (present and future) & Personal Guarantee of the three Directors 2) Cash Credit from Bank - is secured by hypothecation of Receivables, Stock in trade, Book- Debts, Other Current Assets

Personal Guarantee of the Directors and Equitable Mortgage of Third Party Immovable Assets

SCHEDULE - 4

UNSECURED LOANS :

Security Deposits from Dealers, Agents, Warehousing etc. 31,509,019 36,067,384

TOTAL 31,509,019 36,067,384

17

29th Annual R

eport 2010-2011

SCHEDULE :-5FIXED ASSETS

PARTICULARSAS ON

1-4-2010Additionduring

the Year

Sale/Transferduringthe Year

AS ON31-3-2011

AS ON1-4-2010

Providedduring

the Year

Adj.during

theYear

AS ON31-3-2011

GROSS BLOCK DEPRECIATION BLOCK

GOODWILL - 5,445,070 - - 5,445,070 - - - - 5,445.070 5,445.070

FREEHOLD LAND - 1,673,885 - - 1,673,885 - - - - 1,673,885 1,673,885

LEASE HOLD LAND - 1,082,514 - - 1,082,514 118,337 12,784 - 131,121 951,393 964,885

FACTORY BLDG. 3.34% 36,428,309 1,000,000 - 37,428,309 14,285,644 1,250,106 - 15,535,750 21,892,560 22,142,665

OFFICE PREMISES 1.63% 5,136,224 - - 5,136,224 1,640,555 83,720 - 1,724,275 3,411,949 3,495,669

RESIDENTIAL FLATS 1.63% 152,132 - - 152,132 57,808 2,480 - 60,288 91,844 94,324

PLANT & MACHINERY 4.75% 85,656,438 - - 85,656,438 63,254,984 1,374,038 - 64,629,022 21,027,415 22,401,453

FURNITURE & FIXTURE 6.33% 22,589,290 55,950 102,414 22,542,826 14,153,943 1,424,399 32,414 15,545,928 6,996,898 8,435,347

COMPUTER & PERIPHERALS 16.21% 3,826,400 59,533 - 3,8885,933 3,334,003 125,234 - 3,459,236 426,697 492,398

OFFICE & FACT. EQUIPT 4.75% 1,503,027 118,812 - 1,621,839 1,438,813 76,821 - 1,515,634 106,205 64,214

ELECTRICAL INSTALLATION 4.75% 4,080,922 - - 4,080,922 2,472,529 193,844 - 2,666,373 1,414,549 1,608,393

VECHICLES 9.50% 2,595,405 1,862,338 - 4,457,743 427,327 312,800 - 740,127 3,717,616 2,168,078

CWIP- FURNITURE & FIXTURE - 1,000,000 1,000,00 - - - - - - 1,000,000

TOTAL 171,169,616 3,096,633 1,102,414 173,163,835 101,183,945 4,856,225 32,414 106,007,756 67,156,078 69,985,671

PREVIOUS PERIOD ( fo r 15 Months) 169,109,705 2,059,911 - 171,169,616 91,964,360 9,219,585 - 101,183,945 69,985,671 77,145,343

Rate AS ON31-3-2011

AS ON31-03-2010

NET BLOCK

18



AS AT31/03/2011

(for 12 Months)

Rs. AS AT31/03/2010

(for 15 Months)

Rs.

SCHEDULE - 6INVESTMENTS : (AT COST)QUOTEDICICI PRUDENTIAL SMART FUND-SERIES F-36 M 1,022,500 1,022,500100,000 unit of Rs.10/- each, fully paid up( Market Value Rs.1,671,590 , P.Y. Rs. 1,440,000/-)

UNQUOTEDUTI -ENERGY FUND - DIVIDEND PLAN - Payout(6049.034 units of Rs. 13.78/-each) (P.Y. 522-6.75% RBI Bond) 83,356 52,000

100 Equity Shares of M/S Saptrishi 1,000 1,000Limited of RS. 10/- each.

80 Equity Shares of M/S Jogani Industrial 4,000 4,000Estate Prem.Co-op.Soc.Ltd of RS.50/-each.

TOTAL 1,110,856 1,079,700SCHEDULE - 7INVENTORIES :(As taken, valued and certifiedby the Management)Raw Materials 12,462,097 13,833,330Finished Goods 42,680,841 45,144,859Goods in Process 1,314,709 1,138,710Packing Materials 311,578 341,623Stores and Spares 1,153,463 1,142,522

TOTAL 57,922,687 61,601,044

SCHEDULE - 8SUNDRY DEBTORS :Unsecured, Considered Good:-(a) Debts Outstanding for Period Exceeding Six Months 15,854,879 14,181,325(b) Other Debts (Net) 15,536,580 15,626,167

TOTAL 31,391,458 29,807,492

SCHEDULE - 9CASH AND BANK BALANCES :Cash In Hand 761,850 1,021,792Bank BalancesWith Scheduled Banksin Current Account 1,478,753 790,290

TOTAL 2,240,603 1,812,082

SCHEDULE - 10LOANS AND ADVANCES :(Unsecured, Considered Good)Advances to be Recoverable in Cash orin kind or for value to be received 6,448,365 8,668,777Cenvat Excise Credit 1,037,033 1,037,033Sundry Deposits 23,285,508 23,266,365Advance payment of Income - Tax (Including TDS) 4,845,911 4,161,590

TOTAL 35,616,817 37,133,765

19



AS AT31/03/2011

(for 12 Months)Rs.

AS AT31/03/2010

(for 15 Months)Rs.

SCHEDULE - 11CURRENT LIABILITIES :Sundry Creditors:(Refer Note No.7 of schedule 15)For Goods 15,121,221 14,196,015For Expenses and Others 3,048,633 4,684,767Unpaid Dividend 753,340 598,239

TOTAL 18,923,195 19,479,021SCHEDULE - 12PROVISIONS :Income Tax 5,200,000 3,350,000Proposed Dividend 2,800,000 3,500,000Dividend Distribution Tax 465,052 595,000

TOTAL 8,465,052 7,445,000

Current Year Previous PeriodRs. Rs.

SCHEDULE - 13INCOME FROM OTHER SOURCES :a. Interest (TDS Rs.73,683/-, P.Y. Rs. 46,176/-) 1,268,229 3,751,015b. Sale of Waste/Scrap 94,827 193,288c. Miscellaneous Income 16,749 222,355d. Long Term Capital Gain 31,156 -e. Sundry Balance W/back 96,538 -

TOTAL 1,507,498 4,166,658

SCHEDULE - 14MANUFACTURING AND OTHER EXPENSES

Raw Materials Consumed:Opening Stock 13,833,330 7,123,848Add: Purchases & Related Expnenses 8,556,551 12,996,458

22,389,880 20,120,306Less: Closing Stock 12,462,097 13,833,330

9,927,783 6,286,976Purchases:Cloth / Readymade Garments 93,119,796 119,983,608Process and Labour Charges 3,146,452 5,084,152Packing Material Consumed 1,217,022 1,511,119Stores and Spares Consumed 1,695,146 1,492,200Electricity and Water Charges (Net) 4,627,817 5,709,901

Payment and Provisons for Employees:Salary and Wages 4,693,754 5,439,466Contribution to P.F. and Other Funds 215,245 232,843Staff Welfare Expenses 387,014 395,388

5,296,013 6,067,697

Directors Remuneration 1,518,376 3,304,824

20



Rs.Rs.CurrentYear Rs.

(for 12 Months)

PerviousPeriod Rs.

(for 15 Months)

Rent 364,878 446,450

Rates and Taxes (Net) 644,336 931,555

Legal, Professional and Consultancy Charges 2,547,623 2,306,433

Brokerage/Commission 1,021,251 436,107

Payment to Auditors 103,500 150,750

Insurance Charges 908,416 1,298,178

Advertisement and Sales Promotion 1,837,917 544,229

Travelling and Conveyance 345,488 631,445

Telephone, Telex and Postage 691,439 931,225

Printing and Stationery 263,349 330,559

Transportation Charges 357,304 515,291

Selling and Distribution & other Charges 1,313,900 1,333,239

Repairs and Maintenance :

Plant and Machinery 7,595,948 8,978,367

Building/Office Premises 313,778 76,866

Others 865,801 1,960,079

8,775,527 11,015,312

Miscellaneous Expenses 602,566 1,043,751

Donation 600,000 750,000

Security Charges 789,081 1,082,451

Sundry Balance wtitten off (Net) -

Increase / Decrease in inventory

Closing Stock :

Goods in Process 1,314,709 1,138,710

Finished Goods 42,680,841 45,144,859

43,995,550 46,283,569

Opening Stock :

Goods in Process 1,138,710 1,073,767

Finished Goods 45,144,859 65,588,257

46,283,569 2,288,020 66,662,024 20,378,455

Total 144,001,999 193,565,907

21


SCHEDULE – 15NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2011

1. The Company Income Tax assessment completed up to assessment Year 2008-09.2. Capital commitment (net off advances) not acknowledged as debt Rs NIL (Previous Year NIL)3. Significant accounting policies followed by the Company are as stated in the statement annexed to this Schedule.4. Contingent liability not provided for - In respect of disputed electricity charges Rs.40.45 lacs (Previous Year 36.14)5. Break-up of the Auditor’s Remuneration is as follows:


(for 12 Months) (for 15 Months)a) Statutory Audit Fees 85,000 1,06,250b) Tax /MVAT Audit Fees 18,500 44,500c) Reimbursement of out of Pocket Expenses 0 0

1,03,500 1,50,750

6. Pursuant to Accounting Standard – 18 “Related Party Disclosure” issued by the Institute of Chartered Accountantsof India, the following transactions were carried out with the related parties :-

SR. NAME OF RELATED PARTY RELATIONSHIP DESCRIPTION OF PAYMENTS RECEIPTSTRANSACTIONS

1. SWASTI VINAYAKA INVESTECH LTD. COMMON DIRECTOR COMPENSATION - 60,000

2. ASHIRWAD SHELTERS PVT. LTD. COMMON DIRECTOR COMPENSATION 9,00,000 60,000RENT (PROPERTY TAX) 8,33,098

3. VINAYAKA REALESTATEDEVELOPMENT LTD. COMMON DIRECTOR COMPENSATION 60,000

4. SWASTI VINAYAKA ART & COMMON DIRECTOR INTEREST 31,48,909HERITAGE CORPORATION LTD. WATER & ELECTRICITY 3,86,261

CHARGESPUR-OFFICE EQP 1,20,000POSTAGE 24,384LOAN GIVEN/ 1,05,473RECEIVED (NET)COMPENSATION 18,19,680

5. IVY LEAGUE FASHIONS PVT. LTD. COMMON DIRECTOR COMPENSATIONPURCHASE-FABRIC 46,99,943 60,000

6. ELAN RELATORS INDIA PVT. LTD. COMMON DIRECTOR COMPENSATION 84,000COMMISSION 5,50,000LOAN (NET) 73,000

7. RAJESH KUMAR PODDAR MANAGING DIRECTOR REMUNERATION 5,61,000PERQUISITES 2,65,426

8. NUPUR RAJESH PODDAR EXECUTIVE DIRECTOR REMUNERATION 4,95,000PERQUISITES 1,96,950

7. The Company is in the process of determining dues of small scale industries / undertakings exceeding Rs.1 Lac, whichis outstanding for more than 30 days.

8. a] In the opinion of the Board of Directors, the Current Assets, Loans and Advances are of the value Stated, if realizedin the ordinary course of business.

b] Balances appearing under the head Sundry Debtors, Sundry Creditors, Loans & Advances, and Deposits aresubject to confirmation and reconciliation.

22


9. Earnings Per Share (Accounting Standard 20) is calculated as under :


(for 12 Months) (for 15 Months)

Profit Attributed to Equity Shareholders (in Rupees)- Including Extra Ordinary Items 41,63,901 -10014096

- Excluding Extra Ordinary Items 42,94,672 -9890974

No. of Equity Shares 70,000,000 70,000,000

Face value of each Equity Share Rs. 1/- Rs. 1/-

Basic and Diluted earning per Equity Share

- Including Extra Ordinary Items Rs. 0.059 ( Rs. 0.14 )

- Excluding Extra Ordinary Items Rs. 0.061 ( Rs. 0.14 )

10. Previous period figures have been regrouped, rearranged wherever necessary, so as to make them comparablewith the figures of current year.

11. Additional information required under Schedule - VI of the Companies Act, 1956. (as certified by theManagement) is as under :

Current Year Previous Period(for 12 Months) (for 15 Months)

a. CAPACITY & PRODUCTION :Licensed Capacity No. 261 looms 261 loomsInstalled Capacity No. 118 looms 118 loomsProduction (Cloth/Garment ) : Own Mtrs. NIL NILJobwork - Grey Mtrs. 1,118,191 1,791,952-Doubling Kgs. 51,185 92,245

b. Purchase : Cloth/Garment Rs. 93,119,796 119,983,608Mtrs. 1,575,846 1,885,804

c. Raw Material Consumed: Yarn Rs. 9,927,783 6,286,976Kgs. 46,126 40,241

d. Income From Operations :Cloth Sales-Mfd/Trading Rs. 114,556,339 137,529,238

Mtrs. 1,100,729 1,832,981

Readymade Garments Rs. 3,092,902 4,745,283Pcs. 21,249 14,726

Weaving Charges Rs. 8,391,931 12,083,439Mtrs. 1,118,191 1,791,952

Job Charges (Doubling) Rs. 786,355 1,425,416Kgs. 51,185 92,245

Other Services (Net) Rs. 32,213,489 44,264,235

23


Current Year Previous Period

(for 12 Months) (for 15 Months)e. Closing Stock :

Raw Material Rs. 12,462,097 13,833,330Kgs. 66,891 76,085

Finished Goods : Cloth Rs. 38,894,445 41,117,455Mtrs. 529,035 568,475


f. Opening Stock :Raw Material Rs. 13,833,330 7,123,848

Kgs. 76,085 45,185Finished Goods :Cloth Rs. 41,117,455 61,291,752

Mtrs. 568,475 871,579


Rs. % Rs. %g. Consumption of Raw Material :

Indigenous 9,927,783 100 6,286,976 100

h. Consumption of Stores & SparesIndigenous 1,695,146 100 1,492,200 100

i. Income / Expenditure in Foreign Currency NIL NIL

12. Balance Sheet Abstract and Company’s General Business ProfileI. Registration Details.

Registration No: 24041State Code : 11Balance Sheet Date: 31/3/2011

II. Capital Raised During the Year.Public Issue : NILRight Issue : NILBonus Issue : NILPrivate Placement : NIL

III. Position of Mobilisation and Deployment of FundsTotal Liabilities Rs. 1,72,392,948Total Assets Rs. 1,72,392,948

Sources of Funds :Paid-up Rs. 70,000,000Reserves & Surplus Rs. 24,779,494

24


Secured Loans Rs. 46,104,435Unsecured Loans Rs. 31,509,019Application of FundsNet Fixed Assets Rs. 67,156,078Investment Rs. 1,110856Net Current Assets Rs. 99,783,318Misc.Expenditure Rs. NILProfit & Loss Rs. 4,342,696

IV. Performance of CompanyTurnover Rs. 1,60,548,515Total Expenditure Rs. 1,54,403,843Profit Before Tax Rs. 6,144,672Profit After Tax Rs. 4,294,672Earning Per Share Rs. 0.06Dividend Rs. 0.04

V. Generic Names of Principal Products of CompanyProduct Description : Textiles/Fabric/Garments

As per our attached report of even date.For P.V. DALAL & CO. RAMPRASAD PODDAR ChairmanChartered Accountants(Firm Registration No. 102049W) RAJESH KUMAR PODDAR Managing Director

PARESH V. DALAL DINESH KUMAR PODDAR DirectorProprietorMem. No.33355Mumbai, Dated : 30th May, 2011

25


Annexure referred to in Note 3 in Schedule 15 of the notes forming part of the Accounts.

Statement on significant accounting policies:

1) System of Accounting:

The accounts have been prepared on historical cost basis of accounting. All expenses except commission and incentive

on sale and income to the extent considered payable and receivable respectively unless stated otherwise are accounted

for on accrual basis.

2) Claims Receivable:

Claims receivable is accounted on cash basis.

3) Dividend Receipts:

Dividend is accounted on cash basis.

4) Fixed Assets and Depreciation:

I. Fixed Assets: All Fixed Assets are valued at cost ( including Revaluation) less depreciation.

II. Depreciation: Depreciation has been calculated on all the assets of the Company under straight line method at the

rates and in the manner as specified in Schedule XIV to the Companies Act, 1956 and leasehold land is being

written off over the lease period.

5) Investments – Quoted / Unquoted:

I. Quoted : Investments are valued at cost or market value which ever is lower.

II. Unquoted : Investments are valued at cost of acquisition.

6) Inventories:

I. Yarn, packing materials, stores & spares and stock of unquoted shares (Long Term) are valued at cost (FIFO

METHOD).

II. Stock in trade, readymade garments and goods in process are valued at cost or market value whichever is lower.

7) Employees Benefits:

I. The Company has taken Group Gratuity Insurance Policy with Life Insurance Corporation of India to secure gratuity

liability on retirement of the employees of the Company. The premium payable/refund receivable if any, is accounted

on cash basis.

II. Leave encashment is accounted on accrual basis.

8) Deferred Revenue Expenditure:

Major expenditure on advertisement and publicity are accounted as deferred revenue expenditure and are being written

off over a period of 7 years.

9) Income from Operations:

Income from operations include sale of manufactured/traded goods, shares, services, warehouse Compensation.

10) Sales:

Sales represent amount billed for goods sold inclusive of Excise Duty and Sales Tax, but net off trade discounts,

returns and allowances.

11) Others:

Other accounting policies not specifically disclosed are in confirmity with the normally accepted accounting policies.

A. CASH FLOW FROM OPERATIONAL ACTIVITIES

CURRENT YEARRS.

(for 12 Months)

PREVIOUS PERIODRS.

(for 15 Months)RS. RS.

AUDITOR’S CERTIFICATEWe have verified above Cash Flow of Swasti Vinayaka Synthetics Limited, derived from the Audited Finanacial Statement and books &records mainatained by the company for the period ended 31st March, 2010 and year ended 31st March, 2011 and found the same to bedrawn in accordance their with.

For P.V. DALAL & CO .Chartered Accountants(Firm Registration No. 102049W)

PARESH V. DALALProprietorMumbai, Dated : 30th May, 2011

Net Profit/ (Loss) Before Tax and Extraordinary Items 6,013,901 (6,664,115)

Adjustment for:Depreciation 4,390,425 8,637,335Interest Paid/Payable on Loans etc. 6,142,190 8,675,142Interest Received/Receivable on Loans (1,268,229) (3,751,015)Miscellaneous / Other Expenditure Written Off - 9,264,386 - 13,561,461Operating Profit before Working Capital Changes 15,278,287 6,897,346

Trade and Other Receivable (67,018) (11,996,596)Inventories 3,678,356 13,331,117Trade Payable 464,226 10,113,260

4,075,565 11,447,781

Cash Generated from Operation 19,353,852 18,345,128Extra Ordinary Items 130,771 123,122Net Cash from Operating Activities (A) 19,484,623 (A) 18,468,249

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (2,026,633) (2,059,913)Sale of Fixed Assets - -Sale of Investment (Net) (31,156) -Interest on Loans 1,268,229 3,751,015

(789,559) 1,691,102Net Cash used in Investing Activities (B) (B)

C. CASH FLOW FROM FINANCING ACTIVITIESDividend Paid (3,265,052) (4,095,000)Long Term Borrowings (Net) (7,009,301) (5,914,731)Short Term Borrowings -Interest (6,142,190) (8,675,142)Tax Refund -Provision of Tax (1,850,000) (3,350,000)

Net Cash used in Financing Activities (C) (18,266,542) (C) (22,034,873)Net (A+B-C) 428,521 (1,875,521)

Cash & Cash Equivalent as on 31st March, 2010 1,812,082 3,687,603Cash & Cash Equivalent as on 31st March, 2011 2,240,603 1,812,082Net Inflow / (Outflow) 428,521 (1,875,521)

RAMPRASAD PODDAR RAJESH KUMAR PODDAR DINESH KUMAR PODDARChairman Managing Director Director

Mumbai, Dated : 30th May, 2011

26


SWASTI VINAYAKA SYNTHETICS LIMITEDRegd. Office: J-15, M.I.D.C., TARAPUR, BOISAR, DIST. THANE, MAHARASHTRA – 401506

ATTENDANCE SLIP(TO BE SURRENDERED AT THE TIME OF ENTRY)

Folio No./Client ID: ……………………….....……………………No. of Shares: …………………….......…………………

Name of Member/Proxy: ………………………..........………………………………………………………………………………

I hereby record my presence at the 29th Annual General Meeting of the Company on Saturday the 24th Sept.,2011 at11.00.a.m. at J-15, M.I.D.C., Tarapur, Boisar, Dist. Thane, Maharashtra – 401506 and at any adjournment thereof.

………………………………………Member’s / Proxy’s Signature

Notes :1. Members are requested to produce the above attendance slip, duly signed in accordance with their specimen

singnature registered with the Company, for admission to the meeting.2. Members are informed that no duplicate attendance slip will be issued at the hall.

Cut here

SWASTI VINAYAKA SYNTHETICS LIMITEDRegistered Office: J-15, M.I.D.C., TARAPUR, BOISAR, DIST. THANE, MAHARASHTRA – 401506

PROXY FORM

I / We …………..……………………………………….….........……………………of………….………………………………

……………....…………………being a member / member(s) of Swasti Vinayaka Synthetics Limited, hereby appoint

………………………………………………..............………… of…………..…………...…………………......…………… or

failing him her……………………........…………………………………… of………………………………………………………

or failing him/her ……………………………........………………… of …………………………………………………………as

my / our proxy to vote for me / us and on my / our behalf at the 29th Annual General Meeting of the Company onSaturday the 24th Sept.,2011 at 11.00.a.m. at J-15, M.I.D.C., Tarapur, Boisar, Dist. Thane, Maharashtra –401506 and at any adjournment thereof.

Signed this ……………………………………. Day of ……………………………..2011

Client Id/Folio No. ……………………...…………………

No. of Shares held ……………………………………….

Name: ……………………………………….

Address: ……………………………………….

Note : This proxy form in order to be effective should be duly stamped, completed, signed and must be deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of the meeting.

Signature (S) ---------------------------------Affix

RevenueStamp