Banswara Syn Fy2009 Ar

8/8/2019 Banswara Syn Fy2009 Ar

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A J A A R A SYNTEX LIMITED BANSWARA SYNTEX LIMITED BANSWARA SYNTEX LIMITED BANSWARA SYNTEX LIMITED1-.rtrfA SYNTEX LIMITEDBANSWARA SYNTEX LIMITEDBANSWARA SYNTEX LIMITED BANSWARA SYNTEXIJMITEO

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B A N S W A R A S Y N T E X LIMITEDFINANCIAL HIGHLIGHTS

Rs.in Lacs

TURNOVER AND PROFITSTurnover (Including Export)Exports (Including Deemed Exports & Benefits)Profit Before Interest, Depreciation & TaxInterestProfit Before Depreciation & TaxProfit after DepreciationTax- Fringe Benefits

Current (Net of MAT Credit Entitlement)Deferred

Profit after TaxDividend %

ASSETSAND LIABILITIESGross Fixed Assets (Net of Revaluation)Net Fixed AssetsNet Current and Other AssetsEquity Share CapitalPreference Share CapitalReserves & Surplus (Excluding Revaluation Reserve)

2008-200955,89536,6447,3923,3234,0691,129

30

140959

18

47,52933,09014,4011,308

1737,622

2007-260845,15428,152

5,1202,3732,747

56729

96442

12

43,43331,91512,421

1,308173

6,945

2006-200741,34325,6945,6851,7813,9042,278

23646115

1,49420

33,94924,4529,5961,251

1736,463

2005-200634,49521,2184,3391,4372,9021,571

2621040992620

25,13417,03810,016

777-

5,299

20Q4-20GS27,20716,0002,9211,1691,752

678

49251378

12

19,78713,1967,908

681

3,982


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A N N U A L REPORT 2008-2009COMPANY INFORMATIONBOARD OF DIRECTORSShri R.L.Toshniwal, Chairman & Managing DirectorShri Ravi Toshniwal, Joint Managing DirectorShri Rakesh Mehra, Wholetime DirectorShri Shaleen Toshniwal, Wholetime DirectorShri D.S.AIva (Up to 24.06.2009)Shri P. KumarShri D.P.GargShri S.B.AgarwalShri Vijay Kumar AgarwalShri Kamal Kishore KacholiaShri A.N.JariwalaShriVijayMehtaDr. Shri R. Swaminathan, Nominee DirectorEXECUTIVESShri S.S. Saal, PresidentShri J.K. Rathi, President (Commercial)Shri J.K. Jain, Sr.Vice President (Finance & Commerce)& Company SecretaryShri S.N. Gupta, Senior Vice President (Technical)Shri S.S. Kella, Vice President (Audit & Taxation)Shri S.R. Jain, Vice President (Engneering)Shri Ashok Mishra, Vice President (Technical Worsted)Shri Narendra Shetty, Vice President (Surat SEZ Unit)AUDITORSM /s Kalani & Company, Chartered AccountantsMangal MargBapu NagarJAIPUR-302 004BANKERSPunjab National BankUnion Bank of IndiaBank of BarodaBank of IndiaREGISTRAR &SHARE TRANSFER AGENTM/s. Computech Sharecap Ltd.147, Mahatma Gandhi Road,Opp. Jehangir Art Gallery, Fort

OFFICESREGISTERED OFFICEIndustrial Area, Dohad Road,BANSWARA - 327 001 (Raj.)Email :[email protected]:www.banswarasyntex.comPhone No. (02962) 257676 to 257681240690, 240691, 240693Fax No. : (02962) 240692HEAD/MARKETING OFFICE5th Floor, Gopal Bhawan199, Princess StreetMUMBAI - 400 002DELHI OFFICEFlat No. 204,E-2.A.R.A. Centre,Jhandewalan Extn.NE W DELHI - 110055JAIPUR OFFICEAnkur Apartments,S-6, Jyoti Nagar ExtensionJAIPUR-302 005 (Ra.)PLANTSBanswara Unit (Spinning, Weaving, Finishing& Madeups)Industrial Area, Dohad RoadBANSWARA - 327001 (Ra.)Daman Unit (Garment)1. 98/3, Village KadaiyaNani DamanD A M A N - 3 9 6 210(U.T)2. Survey No. 713/1, 713/2, 713/3, 725/2 & 725/1Village Dabhel, Nani Daman,DAMAN-396 210 (U.T.)


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B A N S W A R A S Y N T E X LIMITEDNOTICENOTICE is hereby given that 33 rd Annual General Meeting of theshareholders of Banswara Syntex Limited, will be held on Mondaythe day of 17th August, 2009 at its Registered Office, at IndustrialArea, Dohad Road, Banswara (Ra.) at 4.00 P.M. to transact thefollowing business:ORDINARY BUSINESS1 . To receive, consider and adopt audited Balance Sheet as at31st March, 2009 and Profit and Loss account for the year ended

on that date and the reports of Directors and Auditors thereon.2. To declare dividend on equity shares and preference shares.3. To appoint a Director in place of Shri A.M. Jariwala wh o retires byrotation, and being eligible, offers himself for re-appointment.4. To appoint a Director in place of Shri S.B. Agarwal wh o retires byrotation, and being eligible, offers himself for re-appointment.5. Toappoint aDirector inplace of Shri Vijay Kumar Agarawalwho retiresby rotation, and being eligble, offers himself for re-appointment.6. To appoint the Auditors and to fix their remuneration.SPECIAL BUSINESS7. Generation, dealing and distribution of electricity.

To consider, and, if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:-"RESOLVEDTHAT pursuant to the provisions of Section 1 49 (2A)and all other applicable provisions, if any, of the Companies Act,1956, and the clause 1 1 1 of the Memorandum of Association of theCompany, the consent of the Company be and is hereby accordedto Board of Directors of the Company (hereinafter referred to as"the Board", which term shall include any committee / one or moredirectors) thereof, for the time being exercising the powers conferredby the Board ) to commence and carry on business mentioned inclause No.Ill (C) 31 of other objects of Memorandum of Associationof the company which reads as under.""To carry on business of electrica, engneers, electrician, contractors,manufactures, constructors, suppliers of and dealers in electricand other appliances, electric motors, fans, furnaces, householdappliances, batteries, cables, wire, lines, drycells, accumulators,lamps and works and to generate, accumulate, distribute and supplyelectricity for the purpose of light, heat, motive power and for allother purposes for which electrical energy can be employed andto manufacture and deal in all apparatus and things required for orcapable of being used in connection with generation, distribution,supply, accumulation and employment of electricity including in theterms electricity all power that may be directlyor indirectly derivedthere from or may be incidentally hereafter discovered in dealing

and modifications as may be prescribed or imposed by any of themwhile granting such approvals, permissions, consents andsanctions,which may be agreed to by the Board of Directors of the Company(hereinafter referred to as the "Board", which term shall includeany committee constituted/to be constituted by the Board forexercising all or any of the powers conferred on the Board by thisresolution), the consent of the Company be and is herebyaccorded to the Board to create, offer, issue and allot upto 16,50,000convertible warrants (hereinafter referred to as "warrants") topersons other than Promoters of the Company (as per the detailsare set out in the Explanatory Statement) (the "warrant holders"), onpreferential allotment basis, on such terms and conditions and insuch manner as may be deemed appropriate by the Board, eachwarrant entitling the holder thereof to apply for and be allotted 1(one) Equity Share of Rs.10/- each, which shall be convertedwithin a period of 18 months from the date of allotment of thewarrants, in one or more tranches, in accordance with the SEBI(DIP) Guidelines and other relevant guidelines as may beapplicable, at aprice equal to:a. The Average of the weekly high and low of the closing prices ofthe Companys shares quoted on the Stock Exchanges duringthe six months preceding the relevant date.

Orb. The Average of the weekly high and low of the closing pricesof the Companys shares quoted on the Stock Exchangesduring the two weeks preceding th e relevant date.Whichever is higher."

"RESOLVED FURTHER THAT the equity shares issued onconversion of warrants and warrants to be so created, offeredand allotted, shall be subject to the provisions of the Memorandumand Articles of Association of the Company.""RESOLVED FURTHER THAT the "Relevant Date" as per theSEBI (DIP) Guidelines on preferential issue, for the purpose ofdetermination of issue price of the Equity Shares arising uponconversion of the warrants in part or full is 18.07.2009 being thedate 30 days prior to the date of this Annual General Meeting.""RESOLVED FURTHERTHAT the Equity Shares resulting from theconversion of warrants, proposed to be issued and allotted asabove, shall rank pari passu in all respects including dividend withthe existing Equity Shares of the Company.""RESOLVED FURTHER THAT for the purpose of giving effect toaforesad resolution, the Board be and is hereby authorized to doall such acts, deeds, matters and things, as it may in its absolutediscretion deem necessary, proper or desirable or expedient forsuch purpose and to resolve and settle allquestions, difficulties or


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A N N U A L R E P O R T 2008-2009NOTES:1. An explanatory statement pursuant to Section 173(2) of the

Companies Act,1956 in respect of the special business isannexed hereto.

2. AMEMBER ENTITLEDTOATTENDANDVOTEATTHE MEETING ISENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE IN-STEAD OF HIMSELFANDTHE PROXY NEEDNOT BEAMEMBEROF THE COMPANY. Proxy, in order to be effective, should be dulystamped, filled and signed, must be deposited at the registeredoffice of the Company not less than 48 hours before the meeting.

3. M/s Computech Sharecap Limited is the Registrar and ShareTransfer Agent (RTA) for physical shares and is also the depositoryinterface of the company with both CDSL and NSDL.4. The Regsterof MembersandShares Transfer Bookof the Company'shall reman closed from 8lh August, 2009 to 1 7th August, 2009(both days inclusive) in connection with the payment of dividend"for the financial year 2008-09.

"5. 'Shareholders are requested to immediately notifyto theCompany^any change in their address.

%. The shareholders, who have not converted their shares in dematform, are requested to do so.

7. The payment of dividend, upon declaration by the shareholders atthe forthcoming Annual General Meeting, will be made on or after22"" August, 2009 as under:-a) To all those beneficial owners holdingshares in electronic form

as per the beneficial ownership dataas may be made avalableto the company by National Securities Depository Ltd. (NSDL)and the Central Depository Services (India) Limited (CDSL)as of the end of the day on 7th August, 2009.

b) To all those shareholders holding shares in physical formafter giving effect to all the valid share transfers lodged withthe company before the closing hours on 7lh August, 2009.8. Members holding shares in physical form are advised to furnish,

on or before 1st August, 2009, particulars of their bank account, ifchanged, to the companyto incorporate the same in the dividendwarrants. 'In case of payments to the shareholders holding shares in

cities. Shareholders holding shares in physical form are requestedto provide detals of their bank accounts for avalingECS facility in theform attached to the Annual Report. However, if the shares are held indematerialized form, the ECS mandatehas to be communicated to therespective Depository Participant (DP). Changes, if any in the de-tals furnished earlier ma y also be communicated to the Company orDP, as the case may be.

11. The documents referred in the notice are avalable for inspectionat the Registered office of the Company (during working hoursbetween 10.00 A.M. to 1.00 P.M. exceptWfteiHdays.

1 2. Queries on accounts and operations rW&j{&elise be sent to theCompany 7 days in advanceof theAnn$Sf;Geih'e>fal Meetingso thatthe answers can be made available arthe'Ttte^ng.

EXPLANATORY STATEMENT PURSUANTtOSfeetl 173(2) OFTHECOMPANIES A C T , 1956.Item No.7

The Company has put up a coal b^eW^teffrtSl power plant of15/18 MW capacity. Prior to this, the CW%rtyftJ!ilff)istalled Wartsilamake furnace oil power plant of 9.70 fWS . As the price offurnace oil has come down in the ye r'lHISNfe and the cost ofpower generation on these Wartsila 'fi'iBKfe'fJblSfer plant has nowbecome economical, The Company slSi'R!WpSW r generation fromboth the resources.After meeting the Companys requiremJflfSfplSflHlr for its productionactivities, there is surplus electricity 'flWh1%


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B A N S W A R A S Y N T E X LIMITED

a)

b)

c)

provisions of SEBI (DIP)Guidelines. Not less than 25% of issueprice shall be paid by the Warrant Holders forthwith upon allotmentthereof and the balance 75% shall be paid at the time of exercisingthe option to convert warrants into Equity Shares, for suchnumber of warrants in respect of which the warrant holderexercises the conversion option.The Company's Authorized Ca pital is adequate for the increase inthe Paid-up Capital of the Company pursuant to the issue andallotment of Equity Shares upon conversion of warrants. The consentof the shareholders is being sought pursuant to the provisions ofSection 81(1 A) of the Companies Act, 1956 and other applicableprovisions. Hence, the resolution as mentioned in the accompanyingNotice is proposed.Disclosures which are required to be given in terms of clause13.1 A of the Securities and Exchange Board of India (Disclosure& Investor Protection) Guidelines, 2000:Objects of the issue through preferential offer :The proceeds from the issue will be used to meet long-termworking capital requirements and other general corporate purpose.Intention of the Promoters/ Directors / Key managementpersons to subscribe to the offer:None of the promoters/directors/key management persons intendto subscribe to the offer except Shri Vijay Mehta, Director one ofhis associate company.Shareholding pattern before a nd after the offer:Th e information on shareholding pattern before an d after thepreferential issue is a follows.

CATEGORY

1. Promoters Holding2. Non Promoters HoldingA. INSTITUTIONAL INVESTORS

Insurance Companies & Matua FundsB. NON INSTITUTIONAL INVESTORS(PUBLIC)a. BodyCorporate

Pre-lssue HoldingNo. ofShares

7784397%

59.39

Equity Holding postconversion of warrantsNo. ofShares

7784397%

5275

5620 0.04 5620 0.04

1244902 9.50 2894902 19.62

2. Allotment of equity shares would not result in any change incontrol over the Company or the management of the affairs of thecompany. Any warrants issued a s abo v e, th at ma y remainunsubscribed for any reason whatsoever, may be offered by theBoard to any person/ entity controlled by the promoter group onsame terms and conditions.d) Proposed time within which the allotment shall becomplete:The warrant shall be allotted within 1 5 days from the date ofMeeting, provided the time for allotment s hall be extended by thetime taken for obtaining approval for such allotment by anyregulatory authority or the Central Government.e) ident i ty of the proposed al lot tees and percentage ofpost preferential issue capital that may be held by them:Name of theProposedAlottee

PERSONSOTHER THANPROMOTERSMefcom Capital Markets LmitedPinky Exhibitors PrivateLmitedTOTAL

Pre-lssueEqutyHoldng

199150-

199150

%

1.52-

1.52

EqutyHoldingpostconversionof Warrants

1199150650000

1849150

%

8.13'4.4012.53

The Equity Shares allotted to persons other than promoters will besubject to lock in as per SEBI guidelines. The number of warrantsto be converted in a financial year will be subject to the applicablelimits in force/applicable from time to time under SEB I (SubstantialAcquisition of Shares and Takeover) Regulations, 1997.The approval of the shareholders is being sought for issue ofwarrants which are convertible into equity shares, to the personsother than promoters, on a preferential basis pursuant to theprovisions of Sections 81 (A) of the Companies Act, 1956 an dother applicable provisions.A certificate from the Statutory Auditors of the Company, certifyingthat the pricing an d issue of the above is in accordance withprescribed guidelines on preferential issue, is also available forinspection at the registered office between 10.00A.M. to 1.00 P.M.on any working da y during two weeks before the date of themeeting and at the meeting.


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A N N U A L REPORT 2008-2009DIRECTOR'S REPORT

GROSS INCOME

50000-

30000-

20000-

10000-

2004-05 2005-06 2006-07 2007-08 2008-09

P.B.I.D.T./P.A.T.M O O

Dear Shareholders,Your Directors are pleased to present the 33 rd Annual Reportof the company together with th e Company's Audi tedAccounts for the year ended 31 st March, 2009.FINANCIAL REVIEW

R s . in LacsThis year Previous Year2008-09 2007-08

Gross IncomeNet IncomeProfit before extra-ordinary items,depreciation & taxProfit before depreciation & taxLess: DepreciationProfit before taxTax on Income(a) Fringe Benefit Tax 30(b) Current Tax 128(c) Deferred Tax 140

298Less : MA T C redit Entitlement 128Profit afterTaxBalance Brought ForwardProfit available for appropriationAppropriations:Proposed DividendTax on DividendTransfer to General ReserveBalance Carried to Balance SheetEarning per share (Rs.) Basic &Diluted

55,89554,8944,8224,0692,9391129170

9596081567241

407505367.29

45,15443,8102,7472,7472,180

567125296596

19065

44250594816228

1506083.34

OPERATIONSYour Company's performance in production and sales hasconsiderably improved during the Financial Year 2008-09.The production of yarn has improved by 10%, fabric by 28%and garments by 36% as compared to the correspondingperiod's production during 2007-08. The gross income atRs. 55,895 lacs during the year, as against Rs. 45,154 lacsduring 2007-08 was up by about 24% . The Company increasedthe sale of fabric and garments, as percentage of gross income,


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EXPORT (Including Deemed Export & Benefits)

2004-05 2005-06 2006-07 2007-08 2008-09

FIXED ASSETS

EXPORTSYour Companys performanceon export front ha s improvedevery year for the last 5 years, during this period, the cumulativegrowth is 129%. During th e year 2008-09, th e exportturnover of Rs.32,759 lacs, as against R s . 2 4 , 4 7 9 lacsduring 2007-08, recorded an increase of 34%. The Companyha s emphasized more on value addition an d accordinglyachieved fabric and garment export of Rs.20,345 lacs asagainst Rs . 13,309 lacs in the previous year. Th e fabric an dgarment export increased by 53% and that of yarn increasedby 11 % over the year.Turkey th e major importer of the Company's yarn hasimposed Anti Dumping duty for import of "Yarn of manmade staple fibre" into Turkey from India, during the year.This has reduced yarn exports in general, from India toTurkey. The Company, however, is endeavoring to expandits market to make up for the decline in exports to Turkey.The Companys business with Carreman, France, progressedwell during the year. The Company also increased its sharein the School uniform business in UK and other Europeanmarkets. It has also started export of made-ups to EuropeanCountries from the Jacquard Plant.Your Companyha s attracted ne w customers of internationalrepute during the year. The Companys marketing, designand development teams participated in the internationaltrade fairs to acquaint with the latest market trends andbetter understanding of the customers' requirement. TheCompany has developed a large design studio for fabric andgarments to boost th e export sales by introducing ne wdesigns. It is also making efforts to penetrate the newCustomers and new International markets, includingLatin America.DIVIDENDYour directors are pleased to recommend dividend @ Rs.1.80per equity share (previous year 1 2 % ) on equity shares of Rs.10/- each of the company. The dividend, if approved by theshareholders, will absorb Rs. 240.65 lacs (previous yearRs.162.17 lacs) besides Rs.40.90 lacs (previous yearRs.27.56 lacs) payable to the Government by way of tax on


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A N N U A L REPORT 2008-20093 1 st March, 2009 for yarn production is 133588 ring spindlesincluding 14400 spindles for worsted yarn spinning,57 5 Air Jet Spindles, 194 shuttleless looms, 12 Air JetJacquard looms, 4 Stenters with processing capacity of 30Million meters per year, besides ready-made garmentproduction capacity of 1.75 lac pieces pe r month at Damanand Surat.The term loan requirement for these expansion, diversificationan d modernisation projects ha s been me t through term loansaggregating Rs . 1,858 lacs under TU F Scheme.JOINT VENTUREThe Joint Venture company, Carreman Fabrics India Ltd.,has a fabric weaving plant of 60 Rapier Looms. Your Companyhas 50% stake in JV's equity share capital. The JV Companymanufactures fabric on job work basis for your Company,the total production during the year 2008-09 being 62.35lacs meters as against 50.78 lacs meters in the year 2007-08.The JV Company earned net profit of Rs.95.22 lacs during2008-09 as against Rs. 7.10 lacs in the previous year.POWER PLANTDuringthe year, the furnace oil and coal prices remained verymuch volatile. The Company has re-started production ofpower on furnace oil based power plants, after consideringthe commercial viability, andstarted sellingpower in the openmarket from January, 2009. Your Company has been allottedquota for procurement of coal from Indian Coal Mines. It isexpected that coal supply from the Indian Coal Mines willstart from October, 2009, which will reduce the cost of powergeneration.FINANCEDuring the year 2008-09, the Company availed term loansaggregating R s . 1 8 5 8 lacs from Banks and FinancialInstitutions. It also received increase in need based workingcapital from all the bankers of the Company.CONTRIBUTION TO EXCHEQUERDuring the year, your Company has contributed Rs.1177 lacsto the Government Exchequer by way of Excise Duty, ServiceT a x , Value Added Ta x (VAT), Income Tax, Dividend Tax, TCCess and other levies.SUBSIDIARY COMPANYThe Company had no subsidiary as on 31st March, 2009.However, it has 50% interest in Carreman Fabrics India Ltd.,

equity share of Rs. 10/- each at a price as may be decided inaccordance with the SEBI (DIP) Guidelines which shall beconverted within a period of 18 months' from the date ofallotment of the warrants. Th e warrants will be converted inone or more tranches.Th e proceeds will help the Company improve its financialratios by increasing net worth.FIXED DEPOSITSThe Company has not issued an y advertisement inviting fixeddeposits from the public. However, it continues to acceptdeposits from public. As on 31 st March, 2009, the Companyha d such deposits aggregating Rs.679.24 lacs. Depositswhich matured during the year w e r e either renewed orrepad. All the interest and principal dues are being paidregularly. The Company has duly complied with theprovisions of the Companies (Acceptance of Deposits)Rufes, 1975.DIRECTORSThe Board regrets to report about the sad demise of ShriD.S. Alva, Director and Chairman of various Committees, on251" June 2009. Shri Alva was associated with the Companyfor almost a decade and had contributed significantly to itsgrowth. The Board deeply mourns the loss of Shri Alva, praysto the God for eternalpeace to the departed soul and wishesto place on record its deep appreciation of his invaluableservices to the Company.EXIM Bank withdrew the nomination of Shri P.A. Makwana on1 9 th June, 2008 an d nominated Dr. Shri R.Swaminathan asa member of the Board from the same date. The Board placeson record its appreciation of the services rendered byShri Makwana during his tenure as a member of the Board.In accordance with the provisions of Articles of Association ofthe Company, Shri A.N. Jariwala, Shri S.B. Agarwal andShri Vijay Kumar Agrawal, Directors, are retiring by rotationand, being eligible, offer themselves for re-appointment.DIRECTOR'S RESPONSIBILITY STATEMENTAs required under Section 217(2AA) of the Companies Act,1956, with respect to Directors' Responsibility Statement, itis hereby confirmed that:I. In the preparation of the annual accounts for the yearended March 31, 2009, the applicable AccountingStandards have been followed and the Notes to the

Accounts are self-explanatory.


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B A N S W A R A S Y N T E X LIMITEDthree independent Directors viz. Shri P. Kumar, Shri KamalKishore Kacholia and Shri S. B. Agarwal.Shri P.A. Makwanaceased to be amember of the Committeeconsequent upon the withdrawal of his nomination by theEXIMBank inJune, 2008. Shri S. B.Agarwalwas included asa member of the Committee on 29 th May, 2009. The Boardhas appointed Shri P.Kumar as Chairman of the Committee,in its meeting held on 18th July, 2009.The composition, role, functions and powers of the AuditCommittee are in accordance with the applicable laws andthe Listing Agreements with the Stock Exchanges.AUDITORSM/s. Kalani & Company, Chartered Accountants, Japur, holdoffice as the Auditors of the Company until the conclusion ofthe ensuing Annual General Meeting and are eligible forre-appointment. They have also furnished a Certificate tothe effect that the re-appointment, if made, would be withinthe prescribed limits under Section 224(1-B) of theCompanies Act, 1956.AUDITOR'S REPORTAs regards Auditor's observations, the relevant notes onaccount are self-explanatory and, therefore, do not call forany further comments, except in the matter of non paymentof Service Tax and Cess thereon of Rs.19.10 lacs anddisputed liabilities of Rs.11.75 lacs towards the excise dutyand Rs.295.93 lacs towards entry tax.Excise duty Refund taken by the Company and the matterpertaining to the Service Tax and EntryTax is under appealwith Joint Secretary Govt. of India, CESTAT, New Delhi andHon'ble High Court, Rajasthan respectively.These liabilities will be met if required, on final decision ofthe respective Appellate Authorities.ENERGYCONSERVATION,TEC^NOLCX3YABSORPTION &FOREIGN EXCHANGE EARNINGS AND OUTGOInformation pursuant to the provisions of section 217 (1) (e)of the Companies Act, 1956, in relation to conservation of

energy, technology absorption, foreign exchange earningsand outgo, in accordance with the Companies (Disclosureof Particulars in the Report of Board of Directors) Rules,1988 is annexed and marked Annexure 'II',which forms partof this report.DEMATERIALISATION OF SHARESIn pursuance of SEBI / Stock Exchange directions, yourCompany offered demat option to its esteemed shareholdersso as to enable them to trade the shares in the demat form.In response, 95.37% shares have been converted into dematform upto 31st March, 2009. Thestock code number in NSDLand CDSL for equity shares of the Company is ISIN - INE629 D01012.PARTICULARS OF EMPLOYEESDuring the year under report, the relation between theCompanys management and its staff/workers remainedcordial. The Directors place on record their deep appreciationfor the devoted services of the workers, staff and theexecutives.As required under the provision of Section 217 (2A) of theCompanies Act, 1956, read with the Companies (Particulars ofEmployees) Rules, 1975, as amended, the particulars ofemployees of the companywhowere in receipt of remunerationof Rs.2,00,000/- per month or more are annexed and markedAnnexure 'III,' which forms part of this report.ACKNOWLEDGMENTYour Directors are grateful for the co-operation and supportreceived from the Financial Institutions, Banks, various Central& State Government Departments, Customers andSuppliers during the year under review. The Directors alsoexpress their profound thanks to the shareholders for theircontinuous support and good wishes.

Fo r and on behalf of the BoardPlace : MumbaDated: 18thJuly, 2009 R.LTOSHNIWALChairman & Managng Director

ANNEXURE - 1 TO THE DIRECTOR'S REPORTCORPORATE GOVERNANCE REPORT(As revised Board meeting 18th July, 2009 incorporate latest position.)


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A N N U A L R E P O R T 2008-2009II. BOARD OF DIRECTORSThe present Board of Directors of the Company comprises 12 members. It includes four Whole-time Directors, all from thepromoter group, and eight Non-executive Independent Directors including a Nominee Director of EXIM Bank. Thus, 2/ 3 rd of theBoard's strength is of Independent Directors. The Non-executive Independent Directors are eminent professionals with longexperience in business, industry, finance and public enterprises. The Independent Directors are not related to the promoter-Directors. The Board provides leadership, strategic guidance, objective analysis and independent views to the Companysmanagement while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standardsof ethics, transparency and accountability.The Directors do not have any pecuniary relationship with the Company except to the extent of the following:(a) Whole-time Directors - Remuneration as per their terms of appointment and reimbursement of expenses actuallyincurred for the business of the company, within the approved terms and conditions.(b) Non-executive - Reimbursement of expenses and payment of sitting fees for the Board/CommitteeIndependent Directors meetings attended bythem.Four Board meetings were held duringthe year 2008-09 i.e. on 29 th May, 2008,26th July, 2008, 31 st October, 2008 and 27thJanuary,2009. The frequency and quorum etc. at these meetings were in conformity with the provisions of the Companies Act, 1956.All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct as on31st March, 2009.A. Composition of theBoardof Directorsas on31.03.2009 and attendancea t theBoard/ Committees meetings duringtheyear.

Name of theDirectorsShri R.LToshniwalShri Ravi ToshniwalShri Rakesh MehraShri Shaleen ToshniwalShri D.S.AIva"*Shri P.KumarShri A.N.JariwalaShri Kamal Kishore KacholiaShri Vijay MehtaShri DP. GargShri S.B. AgarwalShri Vijay Kumar AgarwalShri P.A.Makwana*(Nominee Director of EXIM Bank)Dr. Shri R. Swaminathan**(Nominee Director of EXIM Bank)

Attendanceat last AG MYe sYe sY e sNoYe sY e sNoNoNoNoY e sNoNoNo

No. of Boardmeetingsattended44442434243311

Category ofDirectorEDEDEDEDNEIDNEIDNEIDNEIDNEIDNEIDNEDNEDNEIDNEID

No. of directorshipin other PublicLimitedCompanies321-2121512221

No. of other BoardCommitteesof which Member/Chairman_.--2411--2-2-

ED - ExecutiveDirector, NEID- N on Executive (Independent) Director* EXIM Bank withdrew hisNomination w.e.f. 19.06.2008.'* Appointed as Nominee Director w.e.f. 19.06.2008.*** Up to 24.06.2009 expired on 25.06.2009.


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B A N S W A R A S Y N T E X LIMITEDAll the Directors, who are members of the various committees, are within the limits prescribed in the Listing Agreements. TheDirectors have intimated, from time to time, about their directorship/membership of committees in other Companies.

Details of Shareholding of Directors as on 31st

March, 2009.Sr. No.1.2.3.4.5.

Name of DirectorShri R.L. ToshniwalShri Ravi ToshniwalShri Rakesh MehraShri Shaleen ToshniwalShri Vijay Mehta

Number of Shares10,99,167

9,02,447 .25,499

13,27,91320

The Company has not issued an y shares / debentures during the year.III. COMMITTEES OF THEBOARDThe Committees appointed by the Board focus on specific areas and take informed decisions within their delegatedauthority. The Committees also make specific recommendations to the Board on various matters from time-to-time. Alldecisions an d recommendations of the Committees are placed before the Board for approval. The Company ha s four

Board-level Committees:A. AUDITCOMMITTEEThe Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the guidelines set outin the Listing Agreements with the Stock Exchanges. The management is responsible for the Company's internalcontrols and the financial reporting process while the s tatutory auditors are responsible for carrying out independentaudits of the Company's financial statements in accordance with the generally accepted auditing practices and forissuing reports based on such audits. The Board of Directors has constituted the Audit Committee to oversee financialreporting process, reviewing periodical financial results, statements and adequacy of internal control system besidesmonitoring the pending litigation against the Company as well as show cause notices received by the Company fromvarious authorities. The Audit Committee also reviews the periodic internal an d statutory auditors' reports.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and placed before the Boardfor its confirmation an d record.COMPOSITION:Shri P. A. M akwana, Nominee Director of Exim B ank ceas ed to be a member of the Audit Committee consequent uponthe withdrawa l of his nomination by Exim Bank in June, 200 8. The Audit Committee was reconstitute at the meeting ofthe Board of Directors held on 29 th Ma y, 2009 to include Shri S. B.Agarw al as a member of the Com mittee. Shri D.S. Alvaceased to be the member & Chairman of the Committee upon his death on 25.06.2009. Now there are, in all, three Non-executive Independent Directors on the Audit Committee viz. Shri P. Kumar, Shri Kamal Kishore Kacholia and Shri S. B.th


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A N N U A L R E P O R T 2008-2009Members of the Audit Committee have requisite financial and management expertise and hold/have held seniorpositions in other reputed organisations.At the invitation of the Committee, representatives of various departments of the Company besides the Chairman &Managing Director, Whole-time Director-in-charge of finance function, Statutory Auditors, Internal Auditors, Sr. VicePresident (F & C) & Company Secretary who also acts as the Secretary to the Committee, also attend the AuditCommittee meetings to answer and clarify the points raised at the meetings and generally assist the Committee in itsdeliberations.ROLEThe role and terms of the reference of the Audit Committee cover the matters specified under Clause 49 of the ListingAgreements as also the provisions of Section 292A of the Companies Act, 1956.The Audit Committee has inter alia, the powers :i) To investigate anyactivity within its terms of reference.ii) To seek information from any employee.iii) To obtan outside legal or other professional advice.iv) To secure attendance of outsiders with relevant expertise, if considered necessary.

B. REMUNERATIONCOMMITTEEThe Remuneration Committee has been constituted as per requirement of Clause 49 of the Listing Agreements andother applicable provisions of the Companies Act, 1956.The terms of reference of the Committee are:- To review, assess and recommend to the Board, the appointment of Executive / Whole-time Directors and theremuneration payable to them besides the quantum of sitting fees payable to Non-Executive Independent Directors. To consider and recommend human resource polices relating to compensation and performance of the key

management personnel.The remuneration pad to the Whole-time Directors is approved by the Remuneration Committee and shareholders ofthe company.COMPOSITION:The Remuneration Committee has been reconstituted at the meeting of the Board of Directors held on 18th July, 2009following the demise of Shri D.S.Alva, Charman of the Committee, on 25.06.2009. Now, the Remuneration Committeecomprises 3 Non-Executive Independent Directors, viz. Shri P.Kumar, Shri D.P. Gargand Dr. Shri R.Swaminathan.Shri P.Kumar, has been appointed as Charman of the Remuneration Committee by the Board on 18 th July, 2009.MEETINGSDuring the year 2008-09, onemeetingof the Committee was held i.e. on 29 th May, 2008, to consider the re-appointmentof Shri R. L. Toshniwal as Charman and Managng Director and Shri Rakesh Mehra as Whole-time Director.ATTENDANCEThe attendance of the members at the meetingwas as under-

Name of Member Meeting(s) held (No.) No. of meetings attended


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B A N S W A R A S Y N T E X L I M I T E DMEETINGSDuring the year 2008-09, on e meeting of the Committee wa s held on 19lh March, 2009. Six complaints were receivedfrom the shareholders/investors during the year and all these were resolved to the satisfaction of the complainants.ATTENDANCEThe attendance of the members at these meetings was as under:-

Name o f MemberShri D.S.AlvaShri P. KumarShri Kama l Kishore Kacholia

Meeting(s) held (No.)111

No. of meetings attended111

DISPOSAL OF COMPLAINTSTh e shareholder's complaints ar e being promptly attended to and disposed off well within on e month. Details of thecomplaints received an d resolved during the year are as under:-

Nature of Complaint

Non-receipt of DividendNon-receipt of Shareslodged for Transfer/ExchangeOthers

No. ofcomplaintsnot repliedat beginningof the year00

0

No. ofcomplaintsreceivedduringthe year42

0

No. ofcomplaintsattendedduringthe year42

0

Range of No.of days takento reply thecomplaints(if it exceeds 15days, pis. specify)


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A N N U A L R E P O R T 2008-2009IV. DETAILS OF REMUNERATION PAID TO DIRECTORS FOR THEYEAR 2008-091. Appointment and the terms thereof, of Shri R.L. Toshniwal, Chairman & Managing Director, ha s been approved by the

shareholders for 3 years from 1 s' August, 2009 to 31 s' July, 2012.2. Appointment and the terms thereof, of Shri Rav i Toshniwal, Jt. Managing Director has been appro ved by the shareho ldersfor 5 years from 24 th August, 2007 to 31 st July, 2012.3. Appointment and the terms thereof, of Shri Rakesh Mehra, Whole-time Director has been approved by the shareholders

for 5 years from 1 st October, 200 8 to 30 th September, 2013.4. Appointment and the terms thereof, of Shri Shaleen Toshniwal, Whole-time Director has been approved by the shareholders

for 5 years f rom 1 st November, 2005 to 30 th September, 2010.The remuneration to Executive/Whole-time Directors is paid as determined/recommended by the Remuneration Committee an dBoard of Directors and as finally approved by the Shareholders in their meetings. Non-Executive Independent Directors are beingpad Sitting fee @ of Rs.10,000/- for each meeting of the Board of Directors or Committee thereof. However, in case of ShareTransfer Committee meetings, sitting fee is Rs.2,500/- per meeting. The remuneration paid to each Director during the periodfrom 1 st April, 2008 to 31 st March, 2009 is as under:-(i) Executive Directors (Rs. in Lacs)

Sr. No.1.2.3.4.

Name of DirectorShri R.L. ToshniwalShri Ravi ToshniwalShri Rakesh MehraShri Shaleen Toshniwal

Salary36.0030.0030.0024.00

Perquisites(Including PF)12.6014.0813.34

5.17

(ii) Non-Executive Independent Directors (Rs. in Lacs)Sr. No.

1.2.3.4.5.6.7.

Name of DirectorShri D.S. AlvaShri P.KumarShri A.M. JariwalaShri Kamal Kishore KacholiaShri Vijay MehtaShri D.P. GargShri S.B. Agarwal

Amount0.801.320.300.900.200.950.30


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B A N S W A R A S Y N T E X LIMITEDSr. No. AG M held on Special Resolution Passed1. 12.07.2006

08.08.2007

13.09.2008

1. Issue of bonus shares2. Appointment of Shri Shaleen Toshniwal as Whole-timeDirector.3. Increase in borrowing power of the Board of Directors4. Increase in remuneration payable to Shri R.L.Toshniwal,Chairman & Managing Director5. Increase in remuneration payable to Shri Ravi Toshniwal,Jt. Managng Director6. Increase in remuneration payable to Shri Rakesh Mehra,Whole-time Director7. Increase in remuneration payable to Shri ShaleenToshniwal, Whole-time Director8. Delisting of shares from Jaipur Stock Exchange&The Delhi Stock Exchange Association Ltd.9. Alterations in Articles Of Association

1. Re-appointment of Shri Ravi Toshniwal asJoint Managing Director2. Revision in remuneration payable to ShriR.L.Toshniwal, Charman & Managng Director3. Revision in remuneration payable to Shri Rakesh MehraWhole-time Director4. Revision in remuneration payable to Shri Shaleen ToshniwalWhole-time Director

1. Re-appointment of Shri R.L. Toshniwal asChairman & Managng Director.2. Re-appointment of Shri Rakesh Mehra asWhole-time Director.

POSTAL BALLOTNo postal ballot was conducted during the year 2008-09. As on date, the Company does not have any proposal to pass anyresolution by the way of postal ballot.VI. DISCLOSURESThe Company has entered into certain transactions with its Promoters, Directors and the Management related parties inthe ordinary course of business, but these transactions do not have any potential conflict with the interests of the Companyat large. The Company has complied with mandatory requirements of Clause 49 of the Listing Agreements with the StockExchanges.


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A N N U A L REPORT 2008-20092. Financial Year (Tentative Calendar of events)First Qua rter Results End July, 2009Second Quarter/ half yearly results & Limited Review EndOct. 2009Third Qua rter Results & Limited Review End Jan. 201 0

Audited Annual Results (2009-10 ) End June, 20103. Da te of Book ClosureThe register of members and share transfer books of the Company shall remain closed from 8 th August, 2009 to17 th August, 2009 (both days inclusive).4. Dividend Paym ent Date : Dividend for the year 2008-09, if approved by the shareholders, will be paid on or after 22 ndAugust, 2009.5 . Listing of Equity Shares on Stock ExchangesThe Company's shares are listed on Bombay Stock Exchange Ltd., Mumbai (BSE) an d National Stock Exchange ofIndia Ltd., Mumbai (NSE).

During the year, National Stock Exchange of IndiaLtd. and Bombay Stock Exchange Ltd. hav e granted listing / tradingpermission for 375000 equity shares issued on conversion of warrants and for 187500 bonus shares issued on these375000 shares.The requisite listing fees have been pad for the year 2009-10 to both the Stock Exchanges.

6. Stock CodeNumber in NSDL andCDSL for equity shares - ISIN - INE 629 D01012Bombay Stock Exchange Ltd., Mumba - 503722National Stock Exchange of India Ltd., Mumbai - BANSWRAS7. Ma rket Price Data

Monthly high/low market prices of the Company's ordinary shares traded on Bombay Stock Exchange Ltd., Mumbaiand National Stock Exchange of India Ltd., Mumba, during the last financial year are as follows :-Month

April, 2008May, 2008June, 2008July, 2008August, 2008September, 2008October, 2008November, 2008December, 2008January, 2009February, 2009

BOMB AY STOCK EXCHANGE LTD.High(Rs.)

45.9540.0536.0029.1532.5030.9023.0017.8516.0017.5018.90

Low(Rs.)29.3035.0027.5524.2026.7019.0015.1512.5512.2013.1514.00

NATIONAL STOCK EXCHANGE OF INDIA LTD.High(Rs.)

41.9544.9537.5029.8534.0031.2023.3518.0016.4516.9017.50

Low (Rs.)29.0031.0527.8523.2527.0019.1513.0013.1512.2513.0014.40


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B A N S W A R A S Y N T E X LIMITED9. Registrar & Share Transfer AgentM/s. Computech Sharecap Ltd.

(Unit: Banswara Syntex Ltd.)147, Mahatma Gandhi Road,Opp. Jehangir Ar t GalleryFort, M U M B A I - 4 0 0 023Tel : 022-22635000-01, Fax : 022-22635005website : www.computechsharecap.com

10. Share TransfersSince the Company's shares are traded in the dematerialised form on the Stock Exchanges, bulk of the transferstakes place in the electronic form.For expediting transfers, the Company has appointed a common agency, M/s. Computech Sharecap Ltd., 147,Mahatma Gandhi Road, Opp. JehangirArt Gallery, Fort, Mumba-400 023, fordemat as well as physical transfers. TheBoaYd ha s delegated the function related to physical transfers to the Share Transfer Committee, which is laterconfirmed by the Board. Physical transfers are effected within one month. The Board has designated the CompanySecretary as the Compliance Officer.i. Shareholding Pattern as on 31" March, 2009

Sr.No.1.2.3.

4.5.6.7.8.

CategoryPromotersMutual Funds and UTIB ank s, Financial Institutions, InsuranceCompanies (Central/ State Govt. Institutions,Non-Government Institutions)Foreign Institutional InvestorsPrivate Corporate BodiesIndian PublicNRIs/OCBs/Foreign NationalsGD RGrand Total

No.of Sharesheld7784397

4925

60695-10619853882481311878-

13106361

Percentage ofShareholding(% )59.39

0.04

0.47 8.1029.622.38

-100.00

ii. Distribution of Share holdingas on 31" March, 2009No. of Shares

1 to500No. ofShareholders10421

% of Shareholders89.24

No. ofshares held936978

VotingStrength (%)7.15


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ANNUAL REPORT 2008-200911. R e-appo intment of DirectorsThree N on-Executive Independent Directors are due for retirement, by rotation, at this Annua l General M eeting and areeligible for re-appointment.

Brief particulars of the Directors retiring byrotation are given below :-1) Shri A.N. Jariwala, Aged 78 years, Financial Consultant, is on the Board of the Company for the last 12 years.Shareholding in the Company is NIL.Name of Public Limited Companies in which Shri A.N. Jariwala is Director:-Sr. No.1.2.

Name of the CompanyGarden Silk Mills Ltd.Gujarat Eco Textiles Ltd.

Name of Public Limited Companies in which Shri A.N. Jariwala is Member/ Chairman of any Committee :-Sr. No.1.

Name of the CompanyGarden Silk Mills Ltd.

2) Shri S.B. Agarwal, Aged 70 years, Consultant, is on the Board of the Company for the last 4 years.Shareholding in the Company is NIL.Name of Public Limited Companies in which Shri S.B, Agarwal is Director:-

Sr. No.1.2.

Name of the CompanyTecnocraft Industries (India) Ltd.Bombay Rayon Fashion Ltd.

Name of Public Limited Companies in which Shri S.B. Agarwal is Member/ Chairman of any Committee.Sr. No.1:2.

Name of the CompanyTecnocraft Industries (India) Ltd.Bombay Rayon Fashion Ltd.

3) Shri Vijay Kumar Aga rawa l, Age d 59 years, Industrialist, is on the Board of the Company for the last 5 years.Shareholding in the Company is NIL.Name of Public Limited Companies in which Shri Vijay Kumar Agarawa l is Director:-Sr. No.1.

Name of the CompanyRaviraj Creative Infrastructure Ltd.

Name of the Indian Companies, in which Shri Vijay Kumar Agarawal is Member / Chairman of any Committee.Sr. No. Name of the Company


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B A N S W A R A S Y N T E X LIMITED13.

14.

15.

Dematerialization of shares and liquidity:The Companys shares are available for dematerialization on both the Depositories viz. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).Shares of the Company are to be delivered compulsorily in the demat form on Stock Exchanges by all investors.Shares representing 95.37% of the Pad-up Capital have so far been dematerialized by Investors. 189425 sharesissued to promoters of the company due to amalgamation of erstwhile Banswara Textile Mills Ltd. with the Companyare under lock-in till 31.12.2009, as per the pre listing condition of Bombay Stock Exchange Ltd.Outstanding GDRs/ ADRs/Warrants and Convertible InstrumentsAs on the date, the Company has not issued any GDRs/Warrants or any other instrument which is convertible intoEquity Shares of the company.Plant Locations

1.

2.

3.

BanswaraSyntex Ltd.Banswara Syntex Ltd. Unit - BTMBanswara Syntex Ltd. Unit - BFLBanswara Syntex Ltd. Unit - BJFBanswara Syntex Ltd.Readymade Garment Unit - 1"Banswara Garments"Readymade Garment Unit - II"Banswara Garments"Banswara Syntex Ltd.Readymade Garment Unit - IIIBanswara Apparel

Industrial Area, Dohad RoadBANSWARA - 327 001 (Raasthan)

9 8 / 3 , Village Kadaiya, Nani DamanDistt. DAMAN - 396 210 (U.T.)Survey No. 713/1, 713/2, 713/3, 725/2 and 725/1Village Dabhel, Nani DamanDist. DAMAN - 396 210 (U.T.)Plot No. 5 & 6GIDC Apparel Park, SEZ SachinSURAT - 394 230 (Gujarat)

16. Registered OfficeIndustrial Area, Dohad Road, BANSWARA-327 001 (Ra.)

17. Address for correspondenceThe Company has appointed Mis. Computech Sharecap Limited as Common Agency for share registry work bothfor electronic and physical modes.Shareholders can make correspondence at the following addresses for share transfer matters and other grievances, if any:-(a) Mr. Patrick A. Butelho

M/s. Computech Sharecap Ltd.(Unit: Banswara Syntex Ltd.)147, Mahatma Gandhi Road


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A N N U A L R E P O R T 2008-20091. That we have reviewed the financial statements and the cash flow statement for the year ended 31 st March, 2009 and

that to the best of our knowledge and beliefa. These statements do not contan anymaterially untrue statement nor omit anymaterial fact nor contain statements

that might be misleading, andb. These statements present a true and fair view of the Companys affairs and are in compliance with the existing

accounting standards, applicable laws and regulations.2. That there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year,

which are fraudulent, illegal or violative of the Companys Code of Conduct;3. That we accept responsibility for establishing and mantaning internal controls, we have evaluated the effectivenessof the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee,

deficiencies if any, in the design or operation of internal controls, of which we are awareand the steps that we havetaken or propose to take to rectify the identified deficiencies and;

4. That we have informed the auditors and the Audit Committee of:i. Significant changes in internal controls during the year;ii. Significant changes in accountingpolicies during the year and that the same have been disclosed in the notes to

the financial statements; andiii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Companys internal control system.Place : Mumba R.L.TOSHNIWAL RAKESHMEHRADate : 18th July, 2009 Chief Executive Officer Chief Financial Officer

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCEThe Company has obtained a Certificate from its Auditors regarding compliance of conditions of Corporate Governance asstipulated in the Listing Agreements with the Stock Exchanges. The sad Corporate Governance Certificate is annexed tothis report.The above report has been placed before the Board at its meeting held on 18th July, 2009, the same has been dulyapproved.

ForBANSWARA SYNTEX LIMITEDPlace: Mumba R.L. TOSHNIWALDate : 18th July, 2009 Charman & Managing Director


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B A N S W A R A S Y N T E X L I M I T E DC E R T I F I C A T E

To the Members of Banswara Syntex Limited,B a n s w a r aWe have examined the compliance of conditions of Corporate Governance byBanswara Syntex Limited for the year ended on3 1 st March, 2009 as stipulated in Clause 49 of the ListingAgreement of the said Company with the Stock Exchanges.The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limitedto a review of the procedures and implementation thereof adopted by the Company for ensuring the compliance with theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of theCompany.In our opinion and to the best of our information and according to the explanations given to us, and the representations made bythe Directors and the management, we certify that the companyhas complied with the conditions of Corporate Governance asstipulated in Clause 49 of the above-mentioned ListingAgreement.We state that no investor grievance is pending for a period exceeding one month against the Company as per the recordsmaintained by the Shareholders' Grievances Committee.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 KALANI & COMPANYChartered Accountants

Place : JaipurDate : 18lh July, 2009K.L.JHANWARPartnerM.No. 14080

MANAGEMENT DISCUSSIONANDANALYSISDisclaimerThe shareholders are hereby cautioned that this discussionand analysis mainly comprises statements that involvepredictions based on, risks and uncertainties. It is the sumtotal of the Companys expectations, beliefs, estimates andprojections, which may be "forward looking" within the meaningof the existing laws. These are the management perceptionsand the actual results may differ materially from thoseexpressed specifically or implied. The maor factors whichcould affect the perception & projections are the changes inthe Government Regulations, demand and supply of theproducts fluctuation in foreign currency exchange rates, etc.The shareholders are cautioned not to place undue relianceon these statements and should caution themselves while

industry to expand its capacity in a big way. Nearly,Rs.80,000 Crore have been invested during the last 9years under TUF, and Govt. of India has sanctioned aprogram of Rs.1,50,000 Crore. Most of the investmentha s gone for spinning expansion, in the expectation oflarge export of Cotton Yarn to China, Bangladesh andother countries. However, in early years i.e. till 2007,this actually happened, and the industry prospered byexport of CottonYarn. However in the Year 2007-08, theRupee appreciated, and simultaneously, it also becomeknow that China had expanded its own spinning capacity,with Bangladesh and Vietnam. Therefore, expectedmarket growth in the Indian spinning industry did notmaterialize resulting in glut of spinning yams in India andthe entire Textile Industry is coming under pressure.In the Year 2007-08, many mills had sold their export


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A N N U A L R E P O R T 2008-2009The recessionary effect all around the world, moreparticularly in US, was clearly visible in the IndianTextile industry. The overall sales at the retail countersof almost all brands in textiles have fallen. The retailchain marketing system in the country also got a setback during the year.Textile is the second largest employment generatingindustry in the country; therefore, the Government iscontinuously extending its support for the growth of thissegme nt. The ready-mad e garment industry, which wasreserved for small sector over the decades, really needssupport to come up to the world standard. The Indiangarment industry is increasing its capacity and qualityto com pe te in the global market. The imposition of AntiDumping duty on yarn has increased the potential forvalue added exports in the form of fabric and garments.In spite of many adverse conditions prevailing for theindustry, there are following positive fac tors due to w hichIndia can lead in textiles:1. Low cost of labour in India and other Asian countriesma y attract more textile business from developedcountries.2. India is fast becoming a preferred destination forseveral global brands for sourcing their requirementsin the textile an d apparel segment.3. Indian industry is now known for better designs,colours and new products besides, flexible productm ix w h i ch g i ves th e cu s t o mer a n e x c l u s i v earrangement for them.4. Stable political climate, trade friendly economic law s,balanced & growing economy gives confidenceto the buyers.5. The availability of dyed viscose in the country allowsthe Indian industry to deliver more variety.6. Government priority for investment in power generation

will reduce the power shortage in the country.7. Growing fashion consciousness will widen themarket for the speciality designed products fromthe country.The positive factors as above ca n drive the industrytowards positive growth. While considering these it is

c)

capacities like spinning of wool and wool mix yarn,cotton yarn dyeing, production of Jacquard fabrics,increase in processing capacity, as also the increasein production levels of t rousers and j a c k e t s . Th eCompany has increased exports of value added fabricand garments, the share of this segment in the totalturnover has increased from 44% in 2007-08 to 50%during the year. The Company is also planning to gofor production of technical textiles.The C ompany is increasing consumption of self producedyam for fabric and own fabric for garments. Pre sently about35% of the yam is being consumed for fabrics. Similarly,about 15% of the fabric production is delivered to its owngarment factories. There is good potential to increase it.The ultimate aim is to take sales of value a dded textilesother than yam to 65% .Carreman, a French Customer, which is also JVPartner of the Company, is providing knowledge an ddesign for new fabric development. They have sofa r been providing these services from their Frenchestablishments. Now, with their consent, The C ompanyis developing/upgrading a new in-house design studiofor fabric an d garments in India.T he C o mp a n y has a ch i eved g ro s s turnover ofRs.55,895 lacs and net profit of Rs.959 lacs for theyear 2008-09, after charging extra-ordinary cost ofRs.753 lacs on account of mark to market conversion offoreign currency (USD) forward sale contracts. Theperformance is likely to improve in the next year if theRupee remains at the current level.Segment-wise performanceThe Compa ny is engaged in production of Textile productshaving integrated working and power generation. Formanagement purposes, Company is organized intomajor operating activity of the textile products besidespower generation. Revenue from power generation ofthe year is less than 1 0% of the total revenue. TheCompany has no activity outside India except export oftextile products manufactured in India. Thereby thereis no g eo g ra p h i ca l s eg men t a nd s eg men t w i s einformation is reported.


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B A N S W A R A S Y N T E X L I M I T E DDevelopments in human resources and g)industrial relationsThe Company's progress is a reflection and outcomeof its human resources. The Company has fostered aculture of ownership, accountability and self evaluationthat encourages employees to continuously strive toimprove on their efficiency. There exists a system ofregular interaction between the Senior Managementand operators at shop floor level which enables sharingof business information have review discussion onspecific operational problems and suggestions of theemployees. The industrial relations remained cordialthroughout the year. h)The Companyhas started the process for Team Working.

Place iMumbaiDate :18 th July, 2009

Major events during the year1. Started production of all wool and wool mix yarns.2. Started sale of electricity to the State Electricity Board.3. Commencement utilization of enhanced processing

capacity from 16 lacs meters/month to 22 lacsmeters/month.4. Started additional lines for production of trousers

and jackets at Surat SEZ Plant and Suits at DamanPlant.

5. Started production of Made-ups/Decor atBanswara.6. Started Cotton yarn dyeing at Banswara.Profit before taxThe profit before tax for the year 2008-09 is Rs.1129lacs i.e. 2.02% of sales as against Rs.567 lacs i.e.1.26% of sales in the Financial Year 2007-08.

For BANSWARA SYNTEXLIMITEDR . L . TOSHNIWALCharman &Managng Director

ANNEXURE-III TO DIRECTOR'S REPORTINFORMATION PURSUANTTOSECTION 217(2A)OF THE COMPANIESACT, 1956 READ WITHTHE COMPANIES (PARTICULARSOFEMPLOYEES) RULES, 1975AND FORMING PARTOF THE DIRECTORS REPORT FOR THEYEAR ENDED 31STMARCH, 2009.

S. No. Name of Designation Remuneration Qualifications & Age Date of Previous employerthe Employee &nature of (Rs. in Lacs) Experience (Years) Commence- designation, period ofduties (No. of years) ment of serviceemployment (No. of years)A. Employed through-outtheyearand wereinreceipt of remuneration aggregateof notless than Rs.24,00,000/- per annum1. Shri R.L. Toshniwal Charman & 48.60ManagngDirector2. Shri Ravi Toshniwal Joint Managng 44.08Director3. Shri Rakesh Mehra Whole-time 43.34Director4. Shri Shaleen Toshniwal Whole-time 29.17

M.Sc. (Tex.) 75 01.08.77LeedsUniversity,England (46)B.Tech (Chem. Engg.) 45 24.08.92( 1 7 )F.C.A(21) 52 01.10.93

M BA (6) 32 21.10.03

Oriental CarpetsMfg. (India) Ltd.Chief Executive (6)

R . R . Toshniwal EnterprisesChief Executive (5)


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A N N U A L REPORT 2008-2009AUDITORS' REPORTTOTHE MEMBERS,BANSWARASYNTEXLIMITEDWe hav e audited the attached Balance Sheet of BANSWARASYNTEX LIMITED, as at 31 st March, 200 9 and also the Profitand Loss Account and C ash F low Statement of the yea r endedon that date 'annexed thereto. These financial statementsare the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.We conducted our audit in accordance with auditing standardsgenerally accepted in India. Those standards require that weplan an d perform the audit to obtain reasonable assuranceabout whether the financial statements are free of materialmisstatements. An audit includes examining, on a test basis,evidence support ing the amounts and disc losures infinancial statements. An audit also includes assessing theaccounting principles used and significant estimates madeby the m a n a g e m e n t , as wel l as evaluat ing the overa l lfinancial statement presentat ion. We believe that ouraudit provides a reasonable basis for our opinion.As required by the Companies (Auditor's Report) Order, 2003issued by C e n t r a l G o v e r n m e n t of India in t e r m s ofSub-Section (4A) of Section 227 of the CompaniesAct, 1956,we enclose in the Annexure, a statement on the mattersspecified in paragraph 4 and 5 of the said order.1) Further to our comments in the Annexure referred to above,we report that:I) We have obtained all the information and explanations,which to the best of our knowledge and belief werenecessary for the purposes of our Audit.ii) In our opinion, the Company has kept proper booksof accounts as required by the law, so far as appearsfrom our examination of those books.

iii) The Ba lance Sheet, Profit & Loss Accoun t and CashFlow Statement dealt with by this report are inagreement with the books of accounts.iv) In our opinion, Balance Sheet, Profit & Loss Accountand Cash Flow Statement dealt with by this report;comply with the Accounting Standards referred to insub-section (3c) of section 211 of the CompaniesAct, 1956.v) On the basis of written representations received fromthe Directors, as on 31 s" March, 2009 and taken onrecord by the Board of Directors, we report that noneof the Director is disqualified as on 31 st March, 2009from being appointed as a Director in terms of Clause(g) of sub section (1) of Section 274 of the CompaniesAct, 1956.vi) In our opinion and to the best of our information andaccording to the explanations given to us, the saida c c o u n t s g i v e th e i n f o r m a t i o n r e q u i r e d by theCompanies Act, 1956, in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India:a) In the case of the Balance Sheet, of the State ofAffairs of the Company as at 31 s1 March, 2009;b) In the case of Profit & Loss Acc ount, of the profitfor the year ended on that date; andc) In the case of Cash Flow statement, of the cash

flow for the year ended on that date.For KALANI & COMPANYChartered Accountants

Place : MumbaiDated : 29 th May, 2009K. L. JHANWARPartnerM.No.14080

ANNEXURE TO THE AUDITORS' REPORTStatement referred to in paragraph (3) of our report of evendate to the shareholders of the BANSWARA SYN TEX LIMITEDon the accounts for the year ended 31 st March, 2009.(i) (a) The company has maintained proper records showingfull particulars including quantitative details and

between the physical stocks and the book recordswere not material.(ii i) (a) The company has not granted any unsecured loanto companies, firms or other parties covered in theregis ter mainta ined under sect ion 301 of theCompan ies Act, 1 956. Accordingly clause 4(ii i) (a) to(d) of the Companies (Auditor's Report) Order, 2003

to us, we are of the opinion that the transactions on Entry of Goods Tax 2008-09 High Court,


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that need to be entered into the register mantanedunder section 301 of the Companies Act, 1956 havebeen so entered.(b) In our opinion and according to the information andexplanations given to us, the transactions made in

pursuance of contracts or arrangements entered inthe register maintained under section 301 of theCompanies Act, 1956 and exceeding the value ofrupees five lacs in respect of any party during theyear have been made at prices which are reasonablehaving regard to prevailing market prices at therelevant time.

(vi) In our opinion and according to the information andexplanations given to us, the company has compliedwith the provisions of sections 58A and 58AA of theCompanies Act, 1956 and the Companies (Acceptanceof Deposits) Rules, 1975 with regard to the depositsaccepted from the public. To the best of our knowledgeand according to the information and explanationsgiven to us, no order on the company under aforesaidsection has been passed by the Company Law Board.(vii) In our opinion, the company has an internal audit systemcommensurate with the size and nature of its business.(viii)According to the information and explanations given tous, the Central Government has prescribed underSection 209 (1 ) (d) of the Companies Act, 1956, themaintenance of cost records in respect of its productsmanufactured by the Company. We have broadlyreviewed the books of account maintained and inour opinion; the prescribed accounts and recordshave prima facie been made and maintained by thec o m p a n y . We have not, however, made a detailedexamination of the records with a view to determinew h e t h e r they are accurate or complete.(ix) (a) The company is generally regular in depositing withappropriate authorities undisputed statutory duesincluding provident fund, investor education &

protection fund, employees state insurance, incometax, sales tax, wealth tax, service tax, custom duty,excise duty, cess an d other material statutory duesapplicable to it.According to the information and explanations givento us, no undisputed amounts payable in respect ofincome tax, wealth tax, sales tax, custom duty, and

into Loca Area Act,1999Finance Act, 1994Finance Act, 1994

ServiceTaxServiceTa;

19,10,01018,99,860

2006-072006-07102007-08

RaasthanCESTAT,New DelhiCommissioner(Appeals), Japur-ll

(x) There are no accumulated losses at the end of financialyear. The company has also not incurred cash lossesduring the financial year covered by our audit andpreceding financial year.(xi) In our opinion and according to the information andexplanations given to us, the company has generallynot defaulted in repayment of dues to a financialinstitution and bank.(xii) According to information & explanations given to us,the company has not given any loan and advances onthe basis of security by way of pledge of shares,debentures and other securities.

(xiii) TheCompanyis not achit fund. Therefore, the provisionsof clause 4 (xiii) of Companies (Auditor's Report) Order,2003 are not applicable to the company.(xiv) In our opinion, the company is not dealing in or tradingin shares, securities, debentures and other investments.Accordingly, the provisions of clause 4 (xiv)of theCompanies (Auditor's Report) Order, 2003 are notapplicable to the company.(xv) According to information & explanations given to us, thecompany has given guarantee for Rs . 1950.00 lacs forloans taken by Carreman Fabrics India Limited, a JointVenture. The terms and conditions of such guaranteear e not prejudicial to the interest of the company.(xvi) In our opinion, the term loans have been applied for thepurpose for which they were raised.(xvii) According to the information and explanations given tous and on an overall examination of the balance sheetand cash flow statement of the company, we report thatthe no funds raised on short term basis have beenused for long term investment.

(xviii) According to the information and explanations given tous, the company has not made preferential allotmentof shares to parties and companies covered in the regstermaintained under section 301 of the Act.(xix) The Companyhas not issued debentures during the year.(xx) The Company has not raised any money through


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A N N U A L R E P O R T 2008-2009BALANCE SHEETAS AT 31st March, 2009

SOURCESOF FUNDSShareholders' FundsShare CapitalReserves & SurplusDeferred Tax LiabilityLoan FundsSecured LoansUnsecured Loans

APPLICATION OF FUNDSFixed AssetsGross BlockLess:DepreciationAdd:Capital work-in-progressAdd:Advance on Capital AccountNet Block .InvestmentsCurrent Assets, Loans & Advances

Schedule

34

As at31st Ma rch, 2009Rupees in Lacs

As at31st March, 2008

1,481.147,622.37

35,405.571,451.52

9,103.512,192.93

36,857.0948,153.53

1,481.146,944.80

33,207.471,313.00

46,886.0214,439.8732,446.15

263.28380.13

39,170.1811.517.7027,652.483,515.59

747.0833,089.56663.29

8,425.942,053.07

34,520.4744,999.48

31,915.15663.29InventoriesSundry DebtorsCash & Bank BalancesLoans & AdvancesOther Current AssetsLess: Current Liabilities & ProvisionsCurrent Liabilities

ProvisionsNet Current Assets

7891011

1213

12,131.205,585.31

626.301,721.942,223.72

22,288.476,265.211622.587,887.79

10,700.473,597.80

692.401,934.542,408.95

19,334.166,278.68

634.446913.12

14,400.68 12,421.04


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B A N S W A R A SYNTEX LIMITEDPROFIT & LOSS ACCOUNTFOR THE YEAR ENDED ON 31st March, 2009

ScheduleINCOMETurnover 1 4Less : Excise DutyOther Income 1 5Accretion/ (Decretion) to Stock 1 6EXPENDITUREMaterials 1 7Manufacturing Expenses 18Payments to and Provisions for Employees 1 9Administrative & Selling Expenses 20Financial Expenses 21Excise DutyProfit Before Extraordinary Item,Depreciation & TaxExtraordinary ItemProfit Before Depreciation & TaxDepreciationProfit Before TaxTaxes on Income

CurrentTa xDeferredTa xFringe Benefits TaxLess : MATCredit Entitlement

Profit After TaxBalance Brought ForwardProfit Available for AppropriationsAPPROPRIATIONSProposed Dividend on Preference SharesProposed Dividend on Equity SharesTax on DividendTransfer to General Reserve

Current Year31st March, 2009

55,895.431,001.85

26,291.9511,937.385,413.094,379.553,323.38(179.09)

128.18139.8630.33

298.37128.00

5.19235.4640.90

750.00

54,893.5866.16

1.028.6655,988.40

51,166.264,822.14

753.324,068.822,939.331,129.49

170.37959.12608.02

1567.14

1,031.55

Rupees in LacsPrevious Year

31st March, 200845,154.07

1,344.03

23,198.309,429.734,292.393,251.372,373.08

192.10

65.2396.2928.75

190.2765.23

5.19156.9827.56

150.00

43,810.0489.30

1.585.0345,484.37

42,736.972,747.40.2,747.402,180.04

567.36

125.04442.32505.43947.75

339.73


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A N N U A L R E P O R T 2008-2009

As a t31st March, 2009Rupees in Lacs


SCHEDULESSchedule 1 to 22 Annexed to and forming integral partof the Accounts for the year ended on31st March, 2009

SCHEDULE '1'SHARE CAPITALAuthorised2,00,00,000 Equity Shares of Rs.10 each5,00,000 Redeemable Preference Shares of Rs.100 each

Issued & Subscribed1,31,06,361 Equity Shares of Rs.10/- each *(1,31,06, 361 Equity Shares of Rs.10/- each)*1,73,000 3% Redeemable Preference Shares of Rs. 100 each

PaidUp1,31,06,361 Equity Shares of Rs.10 each* 1,310.64(1,31,06,361 Equity Shares of Rs.10 each)*Less: Allotment moneydue

From Directors -From Others 2.501,73,000 3% Redeemable Preference Shares of Rs. 100 each

* Of above 3,82,222 Equity Shares of Rs. 10 each issued in terms of scheme of Amalgamation of erstwhile Banswara Textile Mlls Limitedand 43,44,638 Equity Shares were issued as fully paid up Bonus Shares by way of Capitalisation of Securities Premium Account.

2,000.00500.00

2,500.00

1,310.64173.00

1,483.64

2,000.00500.00

2,500.00

1,310.64173.00

1,483.641,310.64

1,308.14173.00

1,481.14

2.50 1,308.14173.00

1,481.14

SCHEDULE '2' RESERVES AND SURPLUSCapital Reserve


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B A N S W A R A SYNTEX LIMITED

SCHEDULE '3' SECURED LOANSTermLoansFrom Financial Institutions and BanksIndustrial Development Bank of IndiaBank of BarodaPunjab National BankExport Import Bank of IndiaUnion Bank of IndiaBank of IndiaAxis BankFrom OthersInterest Accrued and Due on Term Loans

Deferred Payment CreditsDeferred payment credits under RaasthanSales Tax Deferment SchemeWorking Capital Loans from BanksPunjab National BankUnion Bank of IndiaBank of BarodaBank of India


1,164.312,580.766,927.829,028.86

829.001,252.332,500.00

10.18125.46

24,418.72

210.00

6,308.631,558.191,570.571.339.46

10,776.8535,405.57

Rupees in LacsAs at

31st March, 2008

1,498.312,760.007,023.448,600.561,110.10

673.012,015.27

38.67117.50

23,836.86

266.47

5,832.43928.59

1,331.401,011.729,104.14

_ _ __ 33,207.47Securities ^"^For Term Loansfrom Financial Institutionsand Banks:Term Loans from Financial Institutions and Banks are secured by a joint equitable mortgage and/or hypothecation chargesranking pari-passu on immovable/movable properties, present and future of the Company subject to prior charges in favour ofthe Bankers on specified moveable properties created and/or to be created for working capital facilities.Term Loans from Financial Institutions and Banks are guaranteed by Shri R.L. Toshniwal, Chairman & Managing Director andShri Ravi Toshniwal , Joint Managng Director in their personal capacities except for term loan of Rs. 5911 lacs from ExportImport Bank of India, which is guaranteed only by Shri R.L. Toshniwal, Chairman & Managng Director.


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A N N U A L R E P O R T 2008-2009


Rupees in LacsAs at

31st March, 2008SCHEDULE '4' UNSECURED LOANSUnsecured Loans:Fixed Deposits: From Directors

From OthersLong Term Loans: From Bank*

From Corporates

Short Term Loans : From BankFrom Corporates

36.63642.61308.00154.00

310.28

679.24

462.00

310.281,451.52

2 1 . 2 8613.51

269.47

200.00208.74

634.79

269.47

408.741,313.00

Note:* Due within one year Rs. 168.00 Lacs (Previous year Rs Nil) Loan is backed by post dated cheques.

SCHEDULE '5' FIXED ASSETSGROSS BLOCK

DESCRIPTIONOF ASSETS Asat Additiorls Deductions/ As at01-04-2008 Adjustment 31-03-2009Lease Hold Land & Site DevelopmentFree Hold Land & Site DevelopmentRoad & BuildingsPlant & MachineryBuilding MachineryElectric & Water Supply Installation

349.3447.13

4697.44 2040.1632070.78 5429.56

1.38924.84 169.08406.74 83.04

3 . 9 8 345.3647.13

6737.60132.11 37368.25

1.381.30 1092.622 . 1 0 487.68

DEPRECIATIONFor theYear3.98

-195.28

2511.55-

90.7846.55

Up to31-03-2009--

939.1112349.28

1.31467.71292.02

NET BLOCKAs at31-03-2009345.3647.13

5798.4925018.97

0.07624.91195.66

A s a t31-03-2008349.3447.13

3953.6122228.67

0.07547.91161.47

B A N S W A R A SYNTEX LIMITED


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Rupees in LacsAsat As at31st March, 2009 31st March, 2008

SCHEDULE '6' INVESTMENTS (AT COST)Long TermI. TradeA) Quoted

InEquity Shares3,00,000 Equity Shares of Rs. 107- eachof Banswara Fabrics Ltd. 30.00 30.00(Quotation not available)B) UnquotedGovernment & Other SecuritiesNational Savings Certificate 0.13 0.13(Deposited with State and Central Excise Authorities)Investment inJointVenture Company61,99,700 Equity Shares of Rs. 10/- eachof Carreman Fabrics India Ltd. 620.07 620.07SubTotal (I) 650.20 650.20

II. OtherA) QuotedInEquity Shares10,114 Equity Shares of Rs. 10/- each ofUnion Bank of India 3.04 3.04

B) UnquotedUnits in Mutual Fund1,00,000 Units @ Rs. 10/- Each Principal PNB Long TermEquity Fund 3 Year Plan Series-ll Growth Plan (NAV Rs. 4.49 Per Unit) 10.00 10.00Shares inCo-Operative Bank500 Equity Shares of Rs. 10/- eachof New Indian Co-Operative Bank Ltd. 0.05 0.05SubTotal (II) 13.09 13.09Total (I + II) 663.29 663.29

Investmentsaggregate valueofQuoted InvestmentBook Value 33.04 33.04

Market Value 44.85 44.24Unquoted Investment 630.25 630.25

ANNUAL REPORT 2008-2009


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As at31st March, 2009SCHEDULE '8' SUNDRY DEBTORS (Unsecured)Outstanding Exceeding Six MonthsConsidered GoodConsidered DoubtfulLess: Provision for Doubtful DebtsOther DebtsConsidered Good

176.59125.61302.20125.61

176.595,408.725,585.31

Rupees in LacsAs at31st March, 2008

151.85102.64254.49102.64151.85

3.445.953,597.80

SCHEDULE '9'CASH & BANK BALANCESCash on HandBank BalancesScheduled Banks:-Fixed Deposits (Including Acrued Interest thereon)*-CurrentAccount

* Fixed Deposits with interest pledged with Bankers andGovernment authorities Rs.498.32 Lacs (Rs. 209.61 Lacs)

498.32114.73

13.25

613.05626.30

16.45

514.37161.58675.95692.40

SCHEDULE '10' LOANSANDADVANCES(Unsecured-Considered Good)

Advance recoverable in cash or in kind or for value to be receivedLoans to Employees & WorkersSecurity Deposits with Govt.Deptt. & othersPrepad ExpensesMAT Credit EntitlementAdvance Income Tax and Tax deducted at source

for Tax (as per189.31159.38

1,035.8254.56

266.48141.92193.23

29.93 204.56121.68

1,306.7957.97

238.83182.8465.2382.88


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B A N S W A R A S Y N T E X L I M I T E D

SCHEDULE '12 CURRENT LIABILITIESAcceptanceSundry Creditors - Micro, Small and Medium Enterprises i

- Others{Including book overdrawn Rs. 93.27 Lacs (95.03 Lacs)}Unclamed DividendSecurity DepositsInterest accrued but not dueOther Liabilities

SCHEDULE '13' PROVISIONSProposed DividendTax on DividendGratuityLeave EncashmentForeign Exchange Financial InstrumentsTaxationLess :Advance Tax and Taxdeductedat source (as per contra)@ To the extent information received for status under the Mcro, Small and

SCHEDULE '14'TURNOVERYa mClothGarmentPowerWaste


301.06@ 9.385,279.12

19.8030.5233.66

591.676,265.21

240.6540.90

493.0394.68

753.32159.38159.38

1622.58

Rupees in LacsAs at31st March, 2008

679.95-

5,035.0014.0240.4233.25

476.046,278.68

162.1727.56

375.1569.56

-;. .

121.68121.68634.44

Medium Enterprises Development Act, 2006.CurrentYear31st March, 2009

26,466.6023,835.974,364.81

472.99174.79

Previous Year31st March, 2008

24,386.3616,816.662,972.33

-240.00

A N N U A L R E P O R T 2008-2009


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31st

SCHEDULE '16ACCRETION / (DECRETION) TO STOCKClosingStock YamCloth (Grey)

Cloth (Processed)Work-in-ProcessWasteGarment

Less:OpeningStock YamCloth (Grey)Cloth (Processed)Work-in-ProcessWasteGarment

SCHEDULE '17' MATERIALSRaw MaterialConsumedOpening stock 3,344.58Add : Purchases (Excludinq for Sale/Clam) 24,229.08

27,573.66Less : Closing stock 3,681.48

Dyes & Chemicals ConsumedPurchase: Cloth 235.35Ya m 458.74Fibre 2.00.782 Kas. f7.77.909 Kas.) 150.59

SCHEDULE '18'MANUFACTURING EXPENSES

Current YearMarch, 2009

2,269.101,696.112,086.431,014.45

33.94507.05

7,607.082,409.61

807.222,058.041,070.96

17.10215.49

6,578.421,028.66

23,892.181,555.09

844.6826,291.95

Rupees in LacsPrevious Year31st March, 2008

2,409.61807.222,058.041,070.96

17.10215.496,578.421,396.50

967.841,594.35798,7416.49

219.474,993.391,585.03

2,680.2621,795.2324,475.493,344.58

21,130.911.086.10154.64

357.20469.45981.29

23,198.30



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Current Yea r3 1 s t March, 2009

SCHEDULE '20'ADMINISTRATIVE, SELLING & OTHER EXPENSESAdministrative ExpensesRentRates an d Taxes (net of refund of Rs. 77.06 Lacs)Managing Director's RemunerationDirectors' RemunerationInsurance ChargesPayment to AuditorsAs AuditorsIn other capacity

- F e e s- E x p e n s e s- T a x Audit Fees-Certification-Taxation Matters-Service taxDirectors' Fees

Travelling ExpensesDirectors' Travelling ExpensesForeign Travelling ExpensesCommunication ExpensesLegal & Professional ExpensesCharity & DonationLoss on forward exchange contractsLoss on Sale of Fixed AssetsExchange Rate FluctuationMiscellaneous ExpensesSelling ExpensesCommission to Selling AgentsBrokerage and Cash DiscountsFreight, Octroi and Forwarding ChargesClaims

58.9580.7543.32

100.5555.664.051 . 3 50 . 6 71 . 6 51 . 9 60.455 . 5 0

5 1 . 9 310.2194.2194.0760.89

7 . 8 0138.312.42

62.28398.73

1,238.27160.81

1,467.37128.95

1,275.71

Rupees in LacsPrevious Year31st March, 2008

36.6790.3636.7484.0170.983.051 . 1 70.611.801.660.486.20

37.7010.6379.8182.5177.729.6911.4310.82

351.971.006.01

708.27133.971,267.2940.11

A N N U A L R E P O R T 2008-2009


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SCHEDULE '22' ACCOUNTING POLICIESAND NOTES ONACCOUNTSA) ACCOUNTING POLICIES1. Systemof Accountingand use of estimates

The Company follows the mercantile system of accounting by following accrual concept in the preparation of accounts. Thepreparation of financial statements requires estimates and assumptions to be made that affect the reported amount ofassets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during thereporting period. Difference between the actual results and estimates are recognized in the period in which the results areknown/ materialized.

2. Fixed AssetsValue of Gross Block of fixed assets represent cost of acquisition, including non-refundable taxes & duties, expenditure oninstallations, attributable pre-operative expenses including borrowing cost and other identifiable direct expenses incurredupto the date of commencement of commercial use of the assets.However value of gross block of fixed assets acquired upto 31.03.1985 has been stated at revalued amount as on31.03.1986.

3. DepreciationDepreciation on fixed assets is provided for on straght line method in accordance with the provisions of section 205(2)(b)of the Companies Act, 1956. Depreciation on additions/disposals during the year is provided on pro-rata basis.Consequent to changes made in schedule XIV, vide Notification No. GSR 756E dated 16.12.93, the company had revisedthe rate of depreciation. The specified period had been recomputed as suggested by the Circular dated 20.12.93 exceptin case of petty assets like furniture, fixture and office equipment where it is difficult to effect the changes. While adoptingthe revised rates, the Spinning Plant has been categorized as "Continuous Process Plant" on the basis of technicalopinion obtained by the company.Value of leasehold land is amortized over the period of its lease.4. ValuationofInventoriesInventories are valued at Lower of Cost or Net Realisable Value. Cost is measured on first in first out basis.

5. Turnoveri) Turnover are inclusive of excise duty, refund and other related realization but exclusive of value added tax charged,ii) Job income included in turnover, is accounted for on delivery of finished goods inclusive of excise duty.

6. InvestmentsLong Term Investments are carried at cost. Whereas, Current Investments are carried at lower of Cost or Net RealisableValue. In case of Long Term Investments, permanent diminution in the value is provided for.

7. Benefits receivable against export and its obligationUnutilised credits, entitlements under Duty Entitlements Pass Book (DEPB) schemes are accounted for in the year ofexport at market value.

8. Foreign Currency Transactionsi) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing on the day of

S Y N T E X LIMITED


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B A N S W A R ASCHEDULE '22' ACCOUNTING POLICIESAND NOTESON ACCOUNTS (Contd.)10. Provisionfor doubtful debts

15% is being provided each year on amount outstanding over a period of 6 months.11. Taxeson Income

Current tax is determined as the amount of tax payable to the Taxation Authorities in respect of taxable income for the year.Deferred tax is recognized, subject to consideration of prudence, in respect of deferred tax assets, on timing differencesbeing difference between taxable income and accounting income that originate in one year and are capable of reversal inone or more subsequent years.In respect of unabsorbed depreciation / carry forward of losses under the tax laws, deferred tax assets are recognized onlyto the extent that there isvirtual certainty that future taxable income will be available against which such deferred tax assetscan be realized.

12. Borrowing CostsBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the costof such assets. A qualifying asset is one that takes necessarily substantial period of time to get readyfor its intended use.All other borrowing costs are charged to revenue.

13. Except where stated, accounting policies are consistent with the generally accepted accounting principles and have beenconsistently applied.

B) NOTESONACCOUNTS1. Contingent liabilities not provided for in respect of :-

Asat31.03.2009

Rupees in LacsAs at

31.03.2008a) Bills discounted with banks remaining outstanding

i) Against Foreign LC 5,158.54 4,086.16ii) Others 844.05 1,025.69

b) Letter of Credit established with banks 26.18 526.37c) Guarantees given by the bankers on behalf of the companyfor 173.60 92.94

which FDRs Rs.19.39 lacs (Rs.10.20 lacs) pledged with them.d) Guarantees given by company to Banks for loan to Carreman Fabrics India Ltd 1,950.00 1,950.00

(Outstanding as on 31.03.2009 Rs. 1757.59 Lacs)e) Claims against the company not acknowledged as debt :-

(a) Under Tax Laws 455.85 391.70(b) ByOthers:

A N N U A L R E P O R T 2008-2009


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SCHEDULE '22' ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)7. Disclosures as required by Accoun ting Standards:A. Accounting Standard 15 - "Employee Benefits", the disclosures of Em ployee benefits as defined in the accountingstandard are given below:1. Defined Contribution PlanEmployer's contribution to provident fund paid Rs.366.72 Lacs (Previous year Rs.280.00 Lacs) has been recognizedas expense for the year.2. Defined Benefit PlanPresent value

Documents

Banswara Syn Fy2009 Ar