Futura Polyesters Ltd

To

The Members,

Your Directors submit the 52nd Annual Report of the Company along with the Audited Statement of Accounts for the period ended 31^st December, 2012 pursuant to the Annual General Meeting which now stands adjourned to 30^th September, 2013.

FINANCIAL YEAR AND PERMISSIONS FORM THE REGISTRAR OF COMPANIES

The Financial Year of the Company, has been extended upto 18 months with permission of the Registrar of Companies i.e. upto 31^st December, 2012. Consequently, the Company has obtained the permission of the Registrar of Companies for holding the Annual General Meeting on or before 4^th June, 2013. Accordingly the Annual General Meeting was convened on 4^th June, 2013. At the Annual General Meeting held on 4^th June, 2013 the following Business was transacted.

A) Accounts for the year ended 31st December, 2012.

B) Reappointment appointment of Director's retiring by rotation namely Mr. M.D. Dalai, Mr. K.V.K. Murthy and Mr. K.R. Ramasubramanian respectively.

C) Appointment of Statutory Auditor namely M/s N.M Raiji & Co.

The meeting was then adjourned sine die for approving and adopting the Audited Statement of Accounts as at 31^st December, 2012 the accounts of the Company have since been Audited and are ready for placing before members of the Company.

1. FINANCIAL RESULTS:

2. DIVIDEND:

Your Directors do not recommend any dividend for the period under review due to the loss suffered by the Company.

3. OPERATIONS:

The Turnover of the Company during the 18 months period ending 31st December, 2012 was Rs. 21,473.67 Lacs compared with Rs. 57,377.75 Lacs during the previous period. The Company is facing severe financial crises and suspended its operations partially in mid 2012 and further all operations w.e.f. 19th December 2012. During the period the Company approached its lenders inter alia for Corporate Debt Restructuring ('CDR') its debts to enable it to resume operations. We made serious efforts to comply with the strict norms and conditions of CDR cell as per their Letter of Approval dated 17th May, 2012. However inspite of making serious efforts, the CDR scheme could not be put into effect which made restarting the operations no longer possible.

The Company lost its key personnel and employees. Due to its inability to pay for operating expenses, the labour and employees were not paid and the Company had no power to run its computers and systems. This prevented the company to even access its data and records from its offices and factory, thereby halting processing its accounts.

Management perception of Audit Qualifications.

AUDITORS' REPORT (QUALIFICATIONS/ COMMENTS)

Explanations and clarifications to Auditor's Report considered by the Board of Directors is printed below:

Auditors Report Dated 19th Aug 2013

1) Point No. 4: The accounts of the Company are made on a going concern basis inspite of total closure of manufacturing operation is because the Company is finalising alternate plans for the future.

2) Point No. 5: All efforts have been made to obtain confirmations form Sundry Debtors, Creditors, Loans.

3) Point No. 6: The two banks stated in the Report are located in places where the Company ho longer has any staff for long time. Besides there are no operations at the said two locations and amounts lying in these accounts are small or insignificant.

Annexure to Auditors Report Dated 19th August, 2013

1) Point No. l(a)& (b) and ii) (a): Substantial number of employees of the Company left the organisation in early calendar year 2012. This coupled with the fact of company's inability to pay for operating expenses, the company had no - electricity to run its computers and systems. This prevented the company from updating its records and data. The company made every effort to maintain sufficient basic and statutory records and at the same time ensuring the safety and primary concerns of persons who retrieved the necessary record and data.

2) Point No. (vi): The Company has already made an application to the Hon'ble Company Law Board in matter of Fixed Deposits. While the matter is sub judice before the Hon'ble Company Law Board, the Company has and is making every effort to repay Fixed Deposits to its maturity and extent.

3) Point No. (vii): The internal audit system though in place, could not be pursued in part, due to the reasons cited above.

4) Point No. (ix): The Company has paid its dues in respect of Provident Fund and Income Tax and ESI since then. Dues towards Service Tax, Customs

Duty, excise duty and water charges levied by the Govt, of Maharashtra (Irrigation Dept) are - various stages of appeals/litigations and are being contested with concerned Hon'ble High court and/or Authorities. Dues of wealth Tax are being paid in due course. As to the penalty /duty imposed under the Foreign Trade (Development & Regulation) Act 1992 the same is being considered by the Board of the company.

4. SALE OF LAND, PLANT& MACHINERY ETC.:

Members have approved the sale of land, together with structures thereon, plant & machinery in accordance with Section 293(1)(a) of the Companies Act 1956, by way of Postal Ballot, in the month of dune/July, 2013. Your Directors expect to complete the transaction in a few months' time.

5. SUBSIDIARY OF THE COMPANY:

The Subsidiary of the Company namely FPL Property Developers Pvt Ltd ceased to be a Subsidiary of the Company w.e.f. 31st December, 2011.

6. FIXED DEPOSITS AND LOANS:

As on 31st December, 2012, the Company had an aggregate sum of Rs. 237.04 lacs as fixed deposits from Public / Shareholders. The total number of depositors who have not claimed / renewed their deposits on maturity was 116 Lacs and the amount that remained unclaimed / not renewed as on 31st December, 2012 was Rs. 31.98 Lacs of these, deposits amounting to Rs. 1.70 Lacs have since been either repaid or renewed. The Company has not accepted any fresh deposits nor renewed any deposits during the period under review. The company has approached the Hon'ble Company Law Board suo moto for certain reliefs in the repayment of the Fixed Deposits of the company. The Hon'ble Board issued orders for repayment of Fixed Deposits of the Depositors attending, the hearings and the company has accordingly repaid them. The Company is pursuing the application with the Hon'ble Company Law Board.

7. INSURANCE:

Adequate insurance cover has been provided for the buildings, plant and machinery and Inventories at the factory of the Company.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to this Report.

9. PERSONNEL

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the Company's employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the period under review.

10. INDUSTRIAL RELATIONS:

Industrial relations remained by and large cordial throughout the period. A settlement is being arrived at with workmen at Chennai. The Directors wish to place on record their appreciation for the co-operation extended by the workmen, staff and officers at all levels.

11. DIRECTORS:

At the Annual General Meeting, held on 4th June, 2013, Mr. K. V. K. Murthy and Mr. M.D. Dalai retired by rotation and offered themselves for reappointment and were reappointed as Directors of the Company. Mr. K. Ramasubramanian was appointed as Additional Director on the Board and held office until the Annual General Meeting held on 4th June, 2013 and was appointed as Director liable to retire by rotation.

Mr. Shyam S. Sami resigned from the Board for personal reasons. The Board places on record its appreciation and gratitude to Mr. Sami for the contribution made during his tenure as Director.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirements under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

1. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. the Directors had selected such accounting policies and applied them consistently and made judgements 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 31st December, 2012 and of the loss of the Company for the period ended on that date.

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

4. The Directors have prepared the annual accounts on a 'going-concern' basis.

13. AUDITORS:

M/s. N.M. Raiji & Co., Chartered Accountants, who retired at the Annual General Meeting, held on 4th June, 2013 have been reappointed as Statutory Auditor of the Company until the conclusion of the next Annual General Meeting.

14. COST AUDITOR:

The Central Government had directed that audit be carried out of the Cost Accounts maintained by the Company in respect of polyesters by a qualified Cost Accountant. The Directors, subject to the approval of the Central Government, have appointed Mr. M. Krishnaswamy of Chennai as Cost Auditor.

15. CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, form part of this Annual Report.

16. COMPLIANCE CERTIFICATE:

A certificate from the statutory auditor of the Company regarding compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

17. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the continuous support received from the shareholders. Your Directors also express their appreciation for the assistance and co-operation received from the Governments at the Centre as well as the States, local authorities, Financial Institutions and Banks and employees of the Company during the period under review.

ANNEXURE TO DIRECTORS' REPORT

INFORMATION AS PER SECTION 217(1) (c) OF THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE PERIOD 2011-12.

1. Energy conservation measures taken

A) Following higher rated motors were replaced with the correct required rating

1) M.B line - 3 Extruder motor (from 132 Kw to 90Kw).

2) BDF 240 FW pumps (from 30 Kw to 18.5 Kw).

B) Higher capacity 50 HP AHU was stopped & a lower 3 HP AHU was put on operation for inverter room cooling purpose at SPG area.

C) VFD was connected to EREMA-2 Extruder.

A. POWER AND FUEL CONSUMPTION

B. CONSUMPTION PER UNIT OF PRODUCTION

BIOMASS

"Resin plant was run on Biomass heating system for most part of the year as

Biomass availability was much better this year.

A) RESEARCH & DEVELOPMENT (R&D) IPR

Nil

Similarly no additional Technology absorption adaptation

EXPENDITURE ON R & D

FOREIGN EXCHANGE EARNING & OUTGO: