Ritesh Polyesters Ltd

To the Members,

Your Directors have pleasure in presenting their 22nd Annual Report together withAudited Statement of Accounts of the Company for the year ended 31.03.2010.

PERFORMANCE OF THE COMPANY:

During the year under review the conditions of the Polyesters industry was sluggish andunpredictable due to various reasons. Due to depressed economy in general and overallrecession in Capital Market, in particular, the Company could made turnover ofRs.12,25,631 /-. The Company has incurred a Net Pro fit of Rs. 11,02,300/-. The Company ismotivated with present result and is expecting better result in the forthcoming Financialyear(s).

DIRECTORS

Shri Arun Kumar Lohia, Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITIES STATEMENT

As required under section 217(2AA) the Directors confirm that they have

i. Followed in the preparation of Annual Accounts, the applicable accounting standardsand given proper explanation in the respective notes to accounts of the company;

ii. Selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestatement of affairs of the company as at 31st March, 2010 and its profit or loss for theyear ended on that date.

iii. Taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the companies act, 1956 so as to safeguardthe assets of the company and to prevent and detect fraud and other irregularities; and

iv. Prepared the annual accounts on a going concern basis.

DIVIDEND

In the absence of adequate profit your Directors are unable to recommend dividend forthe period under report.

AUDITORS

M/s M. Gang & Company, Chartered Accountants retires at the conclusion of AnnualGeneral Meeting and are eligible for re/appointment.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the Public. EMPLOYEES

The company has no employees covered under Section 217[2A] of the Companies Act, 1956during the period under review.

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

REMUNERATION COMMITTEE

The Board of Directors designated a Remuneration Committee as a measure ofgood corporate governance. The following Directors of the company have been constituted asmembers of the above committee in the previous year:

1. SURENDER KUMAR AGARWAL, MANAGING DIRECTOR

2. BABU THOMAS, DIRECTOR

3. ARUN KUMAR LOHIA, DIRECTOR

AUDIT COMMITTEE

a) Brief Description of terms of reference

The terms of reference of the Audit Committee are comprehensive and covers the mattersspecified for Audit Committees under the Listing Agreement with Stock Exchanges.

b) Composition, Names of members and Chairperson

A qualified Audit Committee consisting of four members, all being independentDirectors, was constituted.

The Committee consists of:

1. SURENDER KUMAR AGARWAL, MANAGING DIRECTOR

2. BABU THOMAS, DIRECTOR

3. ARUN KUMAR LOHIA, DIRECTOR

c) Meetings and attendance during the year

Three meeting of the Audit Committee were held during the Finanacial year and allmembers of the committee attended the meetings.

CORPORATE GOVERNANCE

Compliance report on corporate goverance as per clause 49 of the listing agreement hasbeen attached to the director report as Annexure.

ACKNOWLEDGEMENT

Your Directors convey thier sincere gratitude and express their appreciation for theassistance extended by the Banks and various agencies of State and Central Government fortheir cooperation. The Industrial Relations of the Company were cordial throughout theyear under review. Your Directors wish to place on record their deep sence fo appreciationfor the excellent and outstanding services rendered by all officers staff and workmen ofthe company. Your Director would also like to thank all the shareholders who have reposedconfidence in this company.