Directors Report of Glory Films Ltd.

Mar 31, 2013

To The Shareholders of GLORY FILMS LIMITED

The Directors are pleased to present the 16th Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2013, and the Auditors'' Report thereon.

Financial Results

Financial results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs) Particulars 2012-2013 2011-2012

Total Income 7,723.24 13,175.72

Total Expenditure 7,869.58 11,605.65

Profit / (Loss) before Interest, Depreciation & Tax (146.34) 1,570.07

Depreciation 1,431.62 1,432.19

Interest & Financial Charges 651.53 2,134.40

Loss Before Tax (2,229.49) (19,96.52)

Less: Provision for Taxation :

Deferred Tax Asset / (Liability) (318.32) 21.96

Loss After Tax (2,547.81) (1,974.56)

During the year under review, your Company has recorded a total income of Rs. 7,723.24 lacs (previous year Rs.13,175.72 lacs), representing a decrease of approximately 41.38%. Your Company incurred a Loss before tax of Rs. 2,229.49 lacs (previous year Profit Before Tax Rs. 1,996.52 lacs). The Loss for the year was on account of increase in raw material prices, which largely depends on the movement of crude oil prices. Your Directors are optimistic of a turnaround in the coming years, due to the rise in demand for the plastic packaging products in India and abroad.

Dividend

Your Directors have not recommended payment of any dividend, on account of the loss incurred for the year under review.

Manpower Development Process

The Company''s Human Resource Division has finalized an organization structure that supports the vision and strategy of the Company. The organization structure is divided into five bands: Strategic, Operational, Manager, Executive and Support, which have been further divided into various levels. All Glory employees are assigned a level under a particular band depending upon their role, impact and criticality of job and the contribution to the Company''s strategy.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 including Companies (Particulars of Employees) Rules, 2011, as amended.

Auditors

a) Internal Auditors

The Internal Auditors, M/s. A D V & Associates, Chartered Accountants, Mumbai have conducted the internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee and the Statutory Auditors.

b) Statutory Auditors

M/s. Mittal & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Mittal & Associates, Chartered Accountants, as the Statutory Auditors of the Company, at the ensuing Annual General Meeting.

c) Auditors'' Report

With respect to the following comments on the Statement of Accounts referred to in the Report of Auditors, your Directors reply as under:

Auditors'' Comments:

1. Sr. No. v(b), of the Annexure to Auditors'' Report, transactions for purchase / sale of goods have not been made on cash basis, at prices which are reasonable;

2. Sr. No. (vi), of the Annexure to Auditors'' Report, the Company has accepted deposit falling within the purview of Sections 58A and 58AA and the compliances for the same is pending;

3. Sr. No. (xi), of the Annexure to Auditors'' Report, the Company has made delayed payment of Installments of term loans taken from State Bank of India and Indian Overseas Bank during the year and the Installments for certain months are still outstanding. Further, Company has over utilized Cash Credit Facilities from State Bank of India, Indian Oversea Bank, Central Bank of India & Dena Bank resulting the account of the Company is considered as Non Performing by these banks.

4. Sr. No. (xv), of the Annexure to Auditors'' Report, The Company has given a corporate guarantee of Rs. 760 lacs to a bank for loans taken by a company in which directors relatives are interested.

Board of Directors'' Reply :

1. With respect to the sale or purchase of goods made on credit basis to a party, entered in the Register under Section 301 of the Act, the transaction are on the same terms and conditions to the credit period and pricing like any other parties and further the same does not fall within the purview of Section 297 of the Act;

2. The Company is in the process of filing necessary returns with the Registrar of Companies for the deposits accepted during the year. However these deposits are in nature of deposits accepted from supply and selling agents for the purpose of trade / for the business of the Company; and

3. The Board of Directors have submitted a proposal for Corporate Debt Restructuring to its bankers which is under consideration.

4. The Corporate Guarantee given is not prejudicial to the interest of the Company, as the company has given the said guarantee on commercial prudent in the business interest of the Company and none of the Directors are holding any shares or directorship in the said Company.

d) Cost Auditors

M/s. B. F. Modi & Associates, Cost Accountants, Mumbai have been re-appointed as the Cost Auditors of the Company to submit the Cost Audit / Cost Compliance Report along with the requisite annexures duly certified by them for the financial year commencing from 01st April, 2013 to 31st March, 2014, by the Board of Directors at their meeting held on 30th May, 2013.

The Cost Audit Report for the financial year ended 31st March, 2012 has been filed on 31st December, 2012 in XBRL format, which was within the due date of 31st January, 2013 vide the General Circular No. 43/2012 issued by the Ministry of Corporate Affairs dated 26th December, 2012.

Change in Board of Directors

Mr. Prakash N. Kela resigned as a Director of the Company with effect from 29th September, 2012. The Board accords its appreciation for his contributions during his tenure as a Director of the Company.

Mr. Navin C. Chokshi resigned as a Director of the Company with effect from 25th November, 2012. The Board accords its appreciation for his contributions during his tenure as a Director of the Company.

Mr. Rakesh Srivastava was appointed as an Additional Director of the Company with effect from 09th February, 2013 and he holds office up to the date of the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the Companies Act, 1956, from a member proposing his candidature as a Director, liable to retire by rotation.

In accordance with the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Muralidharan Iyengar, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Your Directors recommend the above appointment / re-appointments.

Change of Name of the Company

The name of the Company was changed from ''Glory Polyfilms Limited'' to Glory Films Limited'', on obtaining the approval of the members vide a Special Resolution passed at the 15th Annual General Meeting held on 29th September, 2012. A Fresh Certificate of Incorporation consequent to the change in name of the Company was issued by the Registrar of Companies, Maharashtra, Mumbai on 04th February, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any;

(ii) that the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March, 2013 and of the Loss of the Company for that financial year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

A detailed report on Corporate Governance has been provided elsewhere in the Annual Report, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in the Annual Report.

Fixed Deposits:

The Company has taken / availed unsecured loans from Directors / promoters to meet with the stipulations of the lending Banks, and from others to meet with the fund requirements for the business of the Company in the nature of deposits accepted from supply and selling agents for the purpose of trade / for the business of the Company. The Company would comply with the requirements of Section 58A of the Companies Act, 1956 and Rules made there under, to the extent as may be applicable.

Conservation of Energy & Technology Absorption, Foreign Exchange Earning and Outgo:

As required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

Acknowledgements

Your Directors place on record their appreciation of the support extended by customers, investors, bankers, business associates, vendors and various government agencies. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Place: Mumbai Yogesh P. Kela

Date: 12th August, 2013 Chairman and Managing Director

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Mar 31, 2012

To The Members of GLORY POLYFILMS LIMITED

The Directors are pleased to present the 15th Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2012, and the Auditors' Report thereon.

Financial Results

Financial results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

Total Income 13,175.72 17,554.41

Total Expenditure 11,605.67 14,830.08

Profit / (Loss) before Interest, Depreciation & Tax (PBDIT) 1,570.06 2,724.33

Depreciation 1,432.19 903.18

Interest & Financial Charges 2,134.40 1,352.93

Exchange loss on Issue of GDR -- 296.50

Profit / (Loss) Before Tax (1,996.52) 171.71

Less: Provision for Taxation (21.96) 120.99

Profit / (Loss) after Tax (1,974.56) 50.72

During the year under review, your Company has recorded a total income of Rs. 13,175.72 lacs (previous year Rs. 17,554.41 lacs), representing a decrease of approximately 25.54%. Your Company incurred a Loss before tax of Rs. 1996.52 lacs (previous year Profit Before Tax Rs. 171.71 lacs). The Loss for the year was on account of increase in raw material prices, which largely depends on the movement of crude oil prices. Your Directors are optimistic of a quick turnaround in the coming years, due to the rise in demand for the plastic packaging products in India and abroad.

Dividend

Your Directors have not recommended payment of any dividend, on account of the loss incurred for the year under review. Manpower Development Process

The Company's Human Resource Division has finalized an organization structure that supports the vision and strategy of the Company. The organization structure is divided into five bands: Strategic, Operational, Manager, Executive and Support, which have been further divided into various levels. All Glory employees are assigned a level under a particular band depending upon their role, impact and criticality of job and the contribution to the Company's strategy.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 including Companies (Particulars of Employees) Rules, 2011, as amended.

Auditors

a) Internal Auditors

The Internal Auditors, M/s. A D V & Associates, Chartered Accountants, Mumbai have conducted the internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee and the Statutory Auditors.

b) Statutory Auditors

M/s. Mittal & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Mittal & Associates, Chartered Accountants, as the Statutory Auditors of the Company, at the ensuing Annual General Meeting.

c) Auditors' Report

With respect to the following comments on the Statement of Accounts referred to in the Report of Auditors, your Directors reply as under:

Auditors' Comments:

1. Sr. No. 4 (d), comply with the applicable Accounting Standards (except for AS-15 in respect of employee benefits);

2. Sr. No. 4 (f), non provision of doubtful advances of Rs.38 Lacs;

3. Sr. No. v(b), of the Annexure to Auditors' Report, transactions for purchase / sale of goods made on Credit basis, at prices which are reasonable;

4. Sr. No. (vi), of the Annexure to Auditors' Report, the Company has accepted deposit falling within the purview of Sections 58A and 58AA and the compliances for the same is pending;

5. Sr. No. (xi), of the Annexure to Auditors' Report, the Company has made delayed payment of Installments of term loans taken from State Bank of India and Indian Overseas Bank during the year and the Installments for certain months are still outstanding.

Board of Directors' Reply :

1. Provision for gratuity has not been made on the basis of actuarial valuation. The same will be accounted in the year of resignation / termination of services of the employees concerned. The Company has made necessary arrangement with the Life Insurance Corporation of India for determining the Actuarial Valuation of the gratuity;

2. With respect to non-provision of doubtful advances of Rs. 38 Lacs, the Company is making its final attempt to recover the said outstanding and the recovery process is in progress;

3. With respect to the sale or purchase of goods made on credit basis to a party, entered in the Register under Section 301 of the Act, the transaction are on the same terms and conditions to the credit period and pricing like any other parties and further the same does not fall within Section 297 of the Act;

4. The Company is in the process of filing necessary returns with the Registrar of Companies for the deposits accepted during the year; and

5. The Board of Directors have laid out necessary mechanism for timely payment of the installments of the Term Loans availed from State Bank of India and Indian Overseas Bank.

Appointment of Cost Accountant

M/s. B. F. Modi & Associates, Cost Accountants, Mumbai have been appointed to submit the Compliance Report along with the requisite annexures duly certified by them for the financial year commencing from 01st April, 2011 to 31st March, 2012 as required under the Rule 2 of the Companies (Cost Accounting Records) Rules, 2011 to the Central Government within the time prescribed under above referred rules.

Appointment/Reappointment of Directors

Mr. Sanjeev A. Jain has resigned as a Director of the Company, which was accepted by the Board of Directors with effect from 13th August, 2011. The Board accords its appreciation for his contributions during his tenure as a Director of the Company.

Mr. Deviprasad Taparia and Mr. Vilas R. Shah, resigned as Directors of the Company with effect from 26th March, 2012. The Board accords its appreciation for their contributions to the business of the Company during their tenure as Directors of the Company.

Mr. Prakash N. Kela was designated as the Non-executive Chairman of the Company, with effect from 01st April, 2012, by the Board at its meeting held on 26th March, 2012

Mr. Muralidharan Iyengar was appointed as an Additional Director of the Company with effect from 30th May, 2012 and he hold office upto the date of the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the Companies Act, 1956, from a member proposing his candidature as a Director, liable to retire by rotation.

In accordance with the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Umesh P. Kela and Mr. Navin Chokshi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors recommend the above appointment / re-appointments.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any;

(ii) that the Directors have 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 at the end of the financial year ended 31st March, 2012 and of the Loss of the Company for that financial year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

A detailed report on Corporate Governance has been provided elsewhere in the Annual Report, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in the Annual Report.

Fixed Deposits:

The Company has taken / availed unsecured loans from Directors and others to meet with the fund requirements for the business of the Company. The Company is in the process of filing necessary Statement in Lieu of Advertisement and to comply with the requirements of Section 58A of the Companies Act, 1956 and applicable Rules made thereunder.

Conservation of Energy & Technology Absorption, Foreign Exchange Earning and Outgo:

As required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

Acknowledgements

Your Directors place on record their appreciation of the support extended by customers, investors, bankers, business associates, vendors and various government agencies. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company

For and on Behalf of the Board of Directors

Place : Mumbai Prakash N. Kela

Date : 14th August, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 13th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2010. The Report also includes the Management Discussion and Analysis Report in accordance with the provisions of the Clause 49 of the Listing Agreement.

Financial Highlights

(Rs. in Lac)

Particulars 31st March, 2010 31st March, 2009

Total Income 11476.29 8190.56

Total Expenditure 9842.99 7147.2

Profit before Interest, Depreciation & Tax (PBDIT) 1633.30 1042.84

Depreciation 304.64 159.17

Interest & Financial Charges 577.87 276.72

Profit Before Tax (PBT) 750.79 606.95

Provision for Taxation 355.13 100.93

Profit afiter Tax (PAT) 395.66 506.02

In the year under review, the turnover from operations recorded excellent growth; it increased from Rs. 8190.56 lacs in the previous year to Rs. 11476.29 lacs this year, an increase of about 40.11%. The Profit before tax also recorded 23.69% growth and increased from Rs. 606.95 lacs in the previous year to Rs. 750.79 lacs this year. Your managements efforts succeeded in fulflling the promise of increasing revenues and market share. The coming years hold new promises with lot of new development happening within the Company.

Dividend

The Board has not recommend payment of any dividend during the year.

Authorised Share Capital & Global Depository Receipts (GDRs) Issue

Pursuant to the resolution passed by the Members at their meeting held on 29th March, 2010, the Authorized Capital of the Company has increased from Rs. 32.00 Crs. to Rs. 63.00 Crs. by creation of 3,10,00,000 Equity shares of Rs.10/- each.

In February, 2010 the Company came out with the first issue of 35,00,000 Global Depository Receipts (GDRs) through the Luxembourge Stock Exchange at a price of US$ 1.0246 per GDR and raised USD 3.58 million pursuant to the Offering Circular dated 18th February, 2010 and GDRs are listed on LuxSE and are traded on the Euro MTF. Each GDR represents two equity share of Rs.10/- each. The underlying equity shares are listed with NSE and BSE.

Issue of Promoters Warrants

During the year, the Company has approved issue and allotment of 15,00,000 warrants to promoters on preferential basis at an issue price of Rs. 24/- per warrant convertible into at par number of equity shares and received 25% of issue price aggregating to Rs.90.00 lacs. Further the Company has applied to Stock Exchanges for their in principal approval and the same is pending before the exchanges.

Manpower Development Process

The Companys Human Resource Division has fnalized an organization structure that supports the vision and strategy of the Company. The organization structure is divided into fve bands: Strategic, Operational, Manager, Executive and Support, which have been further divided into various levels. All Glory employees are assigned a level under a particular band depending upon their role, impact and criticality of job and the contribution to the Companys strategy.

Particulars of Employees

None of the employees fall under the purview of the provision of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

Auditors

M/s. Mittal & Associates, the Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1) (B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s. Mittal & Associates, as Auditors of the Company, at the ensuing Annual General Meeting.

The comments on the Statement of Account referred to in Report of Auditors are self -explanatory.

Fixed Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Directors

Mr. Navin C. Chokshi and Mr. Vilas R. Shah, Directors of the Company retire by rotation and being eligible offers themselves for re-appointment. Mr. Sanjiv A. Jain has been appointed as Additional Director and he holds offce up to the date of ensuing Annual General Meeting. He is eligible for appointment as Director.

Mr. Girdharilal Goenka, Mr. Kishore N. Kela and Mr. Ramakant B. Jhunjhunwala have submitted their resignation to the directorship of the Company with effect from 18.02.2010, 07.05.2010 and 05.04.2010 respectively and same were accepted by the Board. Your Board placed on records its appreciation to outgoing Directors for their valuable services rendered during their tenure on the Board of the Company.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed, with explanation for deviation, if any;

(ii) that the Directors have 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 at the end of the fnancial year ended 31st March, 2010 and of the Profit of the Company for that fnancial year.

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

A detailed report on Corporate Governance has been provided elsewhere in the Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in the Annual Report.

Conservation of Energy & Technology Absorption, Foreign Exchange Earning and Outgo

As required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

Acknowledgement

Your Directors place on record their appreciation of the support extended by customers, investors, bankers, business associates, vendors and various government agencies. The Directors also sincerely acknowledge the Significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Place : Mumbai Prakash N. Kela

Date : 12th August, 2010 Chairman