Directors Report of Vardhaman Wires & Polymers Ltd.

Mar 31, 2011

The Directors submit the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results :

Particulars Year ending Year ending

31.03.2011 31.03.2010

(Rs. 000) (Rs. 000)

Sales and Other Income 34171 39931

Profit/(Loss) Before Int., Dep. & Tax 924 3132

Financial Charges 48 39

Depreciation 274 312

Profit/(Loss) Before Tax 602 2780

Provision For Taxation 112 432

Profit/(Loss) After Tax 490 2348

Profit/(Loss) Brought Forward (10094) (12442)

Profit/(Loss) Available for Appropriation (9603) (10094)

APPROPRIATIONS

Transfer To General Reserves - -

Balance Carried to Balance Sheet (9603) (10093)

Dividend :

In view of the accumulated losses, Directors do not recommend any dividend for the year under review.

Operations :

As informed to you earlier the Board has diverted into business of Export Home Textiles. In the current year the Company's turnover is Rs. 3,20,63,159 compared to last year's turnover which was Rs. 3,70,05,353. The board has decided to continue the same line of business. The Board is also looking forward to other products which can be exported to other countries.

Public Deposits :

Your Company has neither invited nor accepted any deposit from public.

Directorate :

Mrs. Vibha C. Shah, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

Directors' Responsibility :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied them consistently and directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit of the company for the year;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

Accounts:

The observations made by the Auditors in their Reports have been duly clarified/explained in the relevant notes forming part of the Annual Accounts which are self explanatory.

Conservation of energy, technology, absorption & foreign exchange earnings & out go:

The particulars of Conservation of energy, technology, absorption, as required under section 217(1)(e) of the Companies Act, 1956 duly amended by the Companies (Amendment) Act, 1988 have not been given as the same is not applicable to the Company.

Further the Foreign Exchange Earnings & Outgo during the year was Rs.2,80,48,173/- & Rs.12,78,944/- respectively. Particulars of Employees:

Information in accordance with the provision of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employee) Rule 1975 are not given as there are no employees drawing remuneration equal to or exceeding prescribed limits.

Auditors:

M/s. Manesh Mehta & Associates, Chartered Accountants, Vadodara auditors of the company retries at this Annual General Meeting. Your Directors recommend their reappointment as Auditors of the Company till the next Annual General Meeting. A resolution to that effect is placed for your consideration.

Appreciation :

The Directors wish to place on record their sincere appreciation for the assistance and continued co-operation by Banks, Customers and Suppliers of the Company. The Board wishes to express its appreciation to the Company's employees at all levels for their continuous contributions.

Corporate Governance:

The company has complied with all the norms & disclosures as per the provisions of the clause 49 of the Listing Agreement with Stock Exchange. A separate report on Corporate Governance along with Management Discussion and Analysis Report have been incorporated as a part of this report along with a certificate from company secretary of the Company, which is annexed thereto.

COMPLIANCE CERTIFICATE:

As required under provisions of Section 383A of the Companies Act, 1956, the Company has obtained Compliance Certificate from the Practicing Company Secretary and the same is annexed to the Directors' Report.

On behalf of the Board of Directors

For VARDHAMAN WIRES AND POL YMERS LTD.

SD/- SD/-

Place : Mumbai. SMT MRUDULA A. SHAH SMT.VIBHA C.SHAH

Date:31/05/2011. Director Director

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Mar 31, 2010

The Directors submit the l9th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results :

Particulars Year ending Year 31.03.2010 ending 31.03.2009 (Rs. 000) (Rs. 000)

Sales and Other Income 39931 38920

Profit/(Loss) Before Int., Dep. & Tax 3132 8012

Interest 39 42

Depreciation 312 356

Profit/(Loss) Before Tax 2780 7613

Provision For Taxation 432 78

Profit/(Loss) After Tax 2348 7535

Profit/(Loss) Brought Forward (12442) (19977)

Profit/(Loss) Available for (10094) (12442)

Appropriation

APPROPRIATIONS

Transfer To General Reserves - -

Balance Carried to Balance Sheet (10093) (12442)

Dividend :

In view of the accumulated losses, Directors do not recommend any dividend for the year under review.

Operations :

As informed to you earlier the Board has diverted into Export Home Textiles. In the current year the Company's turnover is Rs. 3,70,05,353 compared to last year's turnover which was Rs. 3,36,78,702 so the board has decided to continue the same line of business which is Export of Home Textile. The Board is also looking forward to other products which can be export to other countries.

Public Deposits :

Your Company has neither invited nor accepted any deposit form public.

Directorate :

Mr. Sudeshkumar V. Joshi, director of the company retires by rotation at the ensuing Annual General Meeting. Being eligible he has offered himself for re-appointment.

Directors' Responsibility :

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied them consistently and directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit or loss of the company for that year;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

Accounts:

The observations made by the Auditors in their Reports have been duly clarified/explained in the relevant notes forming part of the Annual Accounts which are self explanatory.

Conservation of energy, technology, absorption & foreign exchange earnings & out go:

The particulars of Conservation of energy, technology, absorption, as required under section 217(1)(e) of the Companies Act, 1956 duly amended by the Companies (Amendment) Act, 1988 have not been given as the same is not applicable to the Company.

Further the Foreign Exchange Earnings & Outgo during the year was Rs.35663967/- & Rs.2160437/- respectively.

Particulars of Employees:

Information in accordance with the provision of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employee) Rule 1975 are not given as there are no employees drawing remuneration equal to or exceeding prescribed limits.

Auditors:

M/s. Manesh Mehta & Co., Chartered Accountants, Mumbai, Statutory Auditors of the company resigned during the year due to their pre-occupation. The members at the Extra-ordinary General Meeting appointed M/s. Manesh Mehta & Associates, Chartered Accountants, Mumbai as the Auditors for the year 2009-10.

The retiring Auditors M/s. Manesh Mehta & Associates, Chartered Accountants, Mumbai retire and being eligible U/s. 224(1B) of the Companies Act, 1956, offer themselves for re-appointment.

The Board recommends their appointment for F.Y.2010-11.

Corporate Governance:

The company has complied with all the norms & disclosures as per the provisions of the clause 49 of the Listing Agreement with Stock Exchange. A separate report on Corporate Governance alongwith Management Discussion and analysis Report have been incorporated as a part of this report alongwith a certificate from company secretary of the Company, which is annexed thereto.

Compliance Certificate:

As required under provisions of Section 383A of the Companies Act, 1956, the Company has obtained Compliance Certificate from the Practicing Company Secretary and the same is annexed to the Directors' Report.

Appreciation :

The Directors wish to place on record their sincere appreciation for the assistance and continued co- operation by Banks, Customers and Suppliers of the Company. The Board wishes to express its appreciation to the Company's employees at all levels for their customs contributions.

On behalf of the Board of Directors

For VARDHAMAN WIRES AND POL YMERS LTD.

SD/-

Place : Mumbai. SMT MRUDULA A. SHAH

Date:28/07/2010. Director