Signet Industries Ltd

The Management Discussion and Analysis Report are prepared in adherence to the spiritenunciated in the Code of Corporate Governance, approved by the Securities Exchange Boardof India and in compliance with the provisions of the Listing Agreement.

The Management Discussion and Analysis Report comprising of the following.

Industry Overview

INDIA- one of the fastest growing economies of the world, is all set to attain thepremier status along with China. India is a favoured destination for overseas investorsand offers the advantages of an open economy, increasing liberalization, a stabledemocratic political scenario, highly skilled work force with fluency in English. Variousoverseas players wish to explore the Indian market and invest in opportunities thrown openby the country, projected to be world number 3 in plastics consumption by 2010. This seemsa very achievable position as since the past decade, the Indian plastics industrycontinues to grow at double digit figures.

The Petrochemical Department of the Government of India is in the process of setting upa development council to promote the development of downstream sectors in India. Thisclearly illustrates that the Government of India is quite positive and supportive to newinvestments in India.

Opportunities and Threats

Opportunities of account of plasticulture which is at a nascent in India. Plasticindustry encompasses areas of activities including manufacturing polymer materials(natural and synthetic compounds), building construction, packaging or transportation.Plastic industry covers a large area ranging from aerospace to electronics industry andthat is why plastic industry has a huge business potentiality over the other associatedindustries. This plastic industry is a vivacious and global industry that covers sectorsfrom household commodity to polymer. Plastic industry also include fields likebiochemicals, petrochemicals, ceramics.

The main threats of this industry is that plastic made material are non-degradable(material which cannot be decomposed) in nature, which pollutes the nature and burning ofplastic materials produces some gases, which are the prime causes of many severe healthhazards.

Segment wise Performance

The Segment wise turnover on consolidated basis as under:

Outlook

Your Company is looking to expand its products portfolio. This will be executed throughR & D as well as innovations. The Company has adopted the best and suitable technologyto suit Indian needs. The Company aims to focus on getting more production done in houseand expand its manufacturing base in India. The Company plans to step up raw materialsourcing and focus on R & D activities to control costs.

Risks and Concerns

A special risk associated with products of the plastic sector is the leaching ofplasticizers added to polymer formulations to improve material properties. Too muchdependability on any distribution network might affect sales.

Internal Control Systems and their Adequacy

The Company has adequate internal audit and control systems. The Audit Committee ofDirectors, in its periodical meetings, review the adequacy of internal control systems andprocedures and suggest areas of improvements. The Company has undertaken a detailedexercise to revisit its control systems in technical and other non financial areas toalign them properly with Management Information Systems (MIS) to make MIS more efficientand result oriented. Information technology base created by the Company over the period isproviding a very useful helping hand in the process. Needless to mention, that ensuringmaintenance of proper accounting records, safeguarding assets against loss andmisappropriation, compliance of applicable laws, rules and regulations and providingreasonable assurance against fraud and errors will continue to remain central point of theentire control systems.

Material Development in Human Resources

Human resource is considered as key to the future growth strategy of the Company andlooks upon to focus its efforts to further align human resource policies, processes andinitiatives to meet its business needs. In order to focus on keeping employees abreast oftechnological and technical developments, the Company provides opportunity for trainingand learning. Industrial relations at all the units and locations are very cordial.

Cautionary Statement

The Management Discussions and Analysis Statement made above are on the basis ofavailable data as well as certain assumptions as to the economic conditions, variousfactors affecting raw material prices, selling prices, trend and consumer demand andpreference, governing and applicable laws and other economical and political factors. TheManagement cannot guarantee the accuracy of the assumptions and projected performance ofthe Company in future. It is therefore, cautioned that the actual results may differ fromthose expressed and implied therein.

CMD/CFO CERTFICATION

We, the Chairman and Managing Director appointed in terms of the Companies Act, 1956and Chief Financial Officer of the Company, certify to the Board that:

a) We have reviewed the Financial Statement and the Cash Flow Statement and to the bestof our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading; and

ii. These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards, applicable laws and regulations,

b) To the best of our knowledge and belief, no transactions entered in to by theCompany during the period are fraudulent, illegal or violative of the Company's Code ofConduct.

c) We accept the responsibility for establishing and maintaining internal controls forfinancial reporting, evaluate the effectiveness, disclosing the deficiencies in the designor operation of internal controls, if any, to the Auditors and Audit Committee and takesteps or propose to take steps to rectify these deficiencies.

d) We have indicated, wherever applicable, to the Auditors' and the Audit Committee:

0 Significant changes in internal Control over financial reporting during the period;

ii) Significant changes in Accounting Policies, the same have been disclosed in thenotes to the financial statement; and

iii) Instances of significant fraud of which we have become aware.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of

Signet Industries Limited

We have examined the compliance of corporate governance by Signet Industries Limited,Mumbai for the year ended on 31st March 2011, as stipulated in clause 49 of the Listingagreement of the said company with stock exchanges.

The compliance of conditions of corporate governance is responsibility of themanagement. Our examination was limited to the procedure and implementation thereof,adopted by Signet Industries Limited for ensuring the compliance of the conditions of thecorporate governance. It is neither an audit nor an expression of opinion on the financialstatements of Signet Industries Limited.

On the basis of our review and according to the information and explanation given to usand representation made to us by the management, we state that to the best of ourknowledge and belief, the Company has complied in all material respects with theconditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement of theStock Exchanges.