Directors Report of Kingfa Science & Technology (India) Ltd.

Mar 31, 2025

Your Directors hereby present their 41^stAnnual Report along with Audited Financial Statements for the year ended March 31, 2025.
This Report is prepared based on the standalone financial statements of the Company.

FINANCIAL RESULTS

Particulars	2024 - 25	2023 - 24
Revenue from Operations	1,74,469.06	1,48,771.56
Other Income	937.51	304.86
Total Income	1,75,406.57	1,49,076.42
Total Expenses	1,54,798.62	1,32,656.70
Profit Before Tax	20,607.95	16,419.72
Tax Expense	5,322.43	4,167.47
Profit After Tax	15,285.52	12,252.25
Other Comprehensive Income (Net of Tax)	(71.17)	6.11
Total Comprehensive Income	15,214.35	12,258.36
EPS - Basic & Diluted (?)	126.22	101.17

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31^st March, 2025, are summarized below:

• The Company delivered a robust revenue growth of 17.27%, with Net Revenue from Operations at ? 1,74,469.06 Lakhs,
compared to ? 1,48,771.56 Lakhs in the previous year.

• Operating Profit before Tax improved to ? 20,607.95 Lakhs, representing an increase of 25.5% over the previous year’s figure
of? 16,419.72 Lakhs.

• The Net Profit Tax stood at ? 15,285.52 Lakhs, reflecting a year-on-year growth of 24.7% as against ? 12,252.25 Lakhs in
FY 2023-24.

• Earning were supported by prudent cost management, higher operational efficiency,and continued customer focus.

The Company has further strengthened its market leadership in the modified thermoplastics segment, supported by a pan-India
manufacturing footprint and strategically located warehouses across major automotive and industrial hubs.

The Company remains committed to delivering sustainable growth, investing in innovation, capacity enhancement, and
customer partnerships to retain its competitive edge in a dynamic business environment.

There have been no material changes or commitments affecting the financial position of the Company between the close of the
financial year and the date of this Report.

The highlights of the Company’s operations, industry developments, risks, and opportunities are discussed in detail in the
Management Discussion and Analysis Report (MD&A), which forms an integral part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year under review.

STATE OF THE COMPANY’S AFFAIRS

Kingfa Science & Technology (India) Limited continues to be a leading manufacturer of reinforced polypropylene compounds,
thermoplastic elastomers, and a wide range of engineering plastics including ABS, HIPS, PA, PBT, PC and their alloys, primarily
catering to the automotive and consumer sectors. The Company is also diversifying into PPE products such as facemasks and
nitrile gloves, with a strong focus on innovation, sustainability, and long-term stakeholder value.

DIVIDEND

During the financial year 2024-25, the Company has earned a profit of ? 15,285.52 Lakhs. Considering the Company’s financial
position, future cash flow requirements, and long-term business plans, the Board of Directors has decided not to recommend any
dividend for the year under review.

The Board believes that retaining the profits for reinvestment in business expansion, meeting working capital needs, and funding
future projects will be in the best long-term interest of the shareholders.

RESERVES

As on March 31, 2025, the reserves and surplus stood at ? 71,649.84 Lakhs as compared to ? 57,646.54 Lakhs as on March 31, 2024.
The Company Directors do not propose to transfer any amount to the reserves.

SHARE CAPITAL

The paid-up equity share capital of the Company was ? 1,211.05 lakhs. The Company has not issued any shares with differential
voting rights, nor has it granted any stock options or issued sweat equity.

FINANCE

As of March 31, 2025, the cash and cash equivalents stood at ? 2,348.03 lakhs. The Company continues to focus on the judicious
management of its working capital, receivables, and inventories, with all working capital parameters maintained under strict
control through continuous monitoring.

DEPOSITS

The Company has not accepted any deposits within the meaning of the Companies Act, 2013, and the Companies (Acceptance of
Deposits) Rules, 2014.

CREDIT RATING

During the financial year 2024-25, the Company has not obtained any credit rating from any credit rating agency as the Company
has not issued any debt instruments and has no outstanding borrowings requiring such rating.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or provided any guarantees, nor has it made any investments, falling within the scope of
the applicable provisions of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size, scale, and complexity of its operations. An
independent professional audit firm has been appointed to carry out internal audits at all locations. The scope of the internal
audit programme is determined by the Audit Committee of the Board. To ensure objectivity and independence, the internal audit
function reports directly to the Audit Committee.

The internal audit team monitors and evaluates the adequacy and effectiveness of the internal control system, as well as the
Company’s compliance with operating procedures, accounting policies, and applicable regulations at all locations. Based on the
internal audit reports, process owners implement corrective actions in their respective areas, thereby strengthening internal
controls. Significant audit observations and recommendations, along with the corrective actions taken, are presented to the
Audit Committee of the Board of Directors.

REPORTING OF FRAUDS

There were no instances of fraud reported during the year under review that required the Statutory Auditors to report to the Audit
Committee and/or the Board under Section 143(12) of the Companies Act, 2013, and the rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has undertaken projects in accordance with the
provisions of the Companies Act, 2013, and its CSR Policy. The Report on CSR activities, as required under the Companies
(Corporate Social Responsibility Policy) Rules, forms an integral part of this Report and is annexed as Annexure-I.

ENVIRONMENT, HEALTH AND SAFETY

The Company’s facilities are certified under ISO 9001:2015 and IATF 16949:2016. The Company’s policy mandates that all
operations be conducted in a manner that ensures the safety of all stakeholders, complies with statutory and industrial
requirements for environmental protection, and promotes the conservation of natural resources to the greatest extent possible.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on the prevention,
prohibition, and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder. As required by law, an Internal Complaints
Committee has been constituted to receive and inquire into complaints of workplace harassment.

During the year under review, no cases were filed pursuant to the said Act.

PARTICULARS	NUMBER
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. The Company has undertaken various HR initiatives to align its policies
with the evolving needs of the business. Regular reviews, training programmes, and necessary tools are provided to personnel to
enhance overall efficiency.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the
Company, Mr. Doraiswami Balaji (DIN: 08256342), Whole-time Director, will retire by rotation at the ensuing Annual General
Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment.

Brief details of the Director proposed to be re-appointed, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), are provided in the Notice convening the Annual General Meeting.

Changes During the Year Ended March 31, 2025

• Mr. Narayanaswamy Subramanian (DIN: 03602858), Independent Director, ceased to hold office with effect from May 15,
2024, upon completion of his second term of five years.

• Mr. Ramachandran Sudhinder (DIN: 10628111) was appointed as an Additional Director (Independent) with effect from
May 15, 2024, and was regularized as an Independent Director for a term of five years through Postal Ballot (remote e-voting)
concluded on August 7, 2024.

• Mr. Wang Dazhong was appointed as Chief Executive Officer with effect from August 7, 2024.

• Mr. Nirnoy Sur resigned from the position of Company Secretary & Compliance Officer with effect from March 31, 2025.

Key Managerial Personnel as of March 31, 2025

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, were:

1. Mr. Bo Jingen, Managing Director

2. Mr. Doraiswami Balaji, Whole-time Director (Executive Director)

3. Mr. Chen Xiaoqiong, Chief Financial Officer

4. Mr. Wang Dazhong, Chief Executive Officer

5. Mr. Nirnoy Sur, Company Secretary & Compliance Officer

Changes in Directors and Key Managerial Personnel Post March 31, 2025

• Mr. Deepak Vyas was appointed as Company Secretary & Compliance Officer with effect from June 11, 2025, replacing
Mr. Nirnoy Sur.

• Mr. Subramanyan Sekharipuram Krishnamoorthy (DIN: 00024614) was appointed as an Additional Director (Independent)
with effect from July 30, 2025.

• Mr. Sun Yajie (DIN: 11191121) was appointed as an Additional Director (Executive) with effect from July 30, 2025.

• Mr. Wu Xiaohui (DIN: 06617977) resigned from the position of Non-Executive, Non-Independent Director with effect from July
30, 2025, due to personal and professional commitments.

All the aforesaid changes in the composition of the Board and Key Managerial Personnel were duly intimated to the Stock
Exchanges in compliance with Regulation 30 of the Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence
as prescribed under the Act and the Listing Regulations. They have further affirmed compliance with the Code of Conduct for
Independent Directors as specified in Schedule IV to the Act.

The Board confirms that none of the Directors is disqualified from being appointed as, or holding office as, a Director as stipulated
under Section 164 of the Act.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors inducted into the Board are familiarized with the Organisation. The details of such a program
are provided in the Corporate Governance Report.

OPINION OF THE BOARD W.R.T INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Mr. Ramachandran Sudhinder Independent Director of the Company appointed during the year. In the opinion of the Board,
there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the
Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of Independent Directors on the Board.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five meetings of the Board of Directors were held on May 15, 2024; May 28, 2024; August 07, 2024;
October 29, 2024; and February 11, 2025. The details of these meetings are provided in the Corporate Governance Report, which
forms part of this Annual Report.

COMMITTEES OF THE BOARD

The details of the meetings of the various Committees of the Board, namely the Audit Committee, Nomination and Remuneration
Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, and Risk Management
Committee, held during the financial year 2024-25, are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board carried out a formal annual evaluation of its own performance, the performance of
its Committees, and that of individual Directors.

The evaluation process was designed to provide a comprehensive review of Board effectiveness, governance practices,
decision-making quality, and the level of strategic guidance provided by the Board. It also assessed:

• Board as a whole - structure, diversity, leadership, strategic oversight, adequacy of information flow, and risk management
practices.

• Committees of the Board - effectiveness of functioning, independence in decision-making, clarity of roles, and
accountability.

• Individual Directors - participation, preparedness, strategic inputs, ethical standards, and safeguarding of stakeholder
interests.

The evaluation exercise was facilitated through structured questionnaires and one-on-one discussions, covering qualitative and
quantitative parameters. Independent Directors also held a separate meeting, without the presence of Non-Independent
Directors and members of management, to review the performance of the Board, Chairperson, and Non-Independent Directors.

Directors abstained from evaluation of their own performance. The consolidated outcome of the evaluation was discussed by the
Board, and it was noted with satisfaction that:

• The Board continues to demonstrate high standards of governance and effective oversight.

• The Committees are functioning efficiently and adding significant value to the Board’s decision-making.

• Individual Directors bring in diverse expertise, independence of judgment, and active participation in deliberations.

The Board remains committed to continuous improvement in governance practices and will continue to strengthen its processes
in line with evolving regulatory expectations and global best practices.

NOMINATION AND REMUNERATION POLICY

The Company has formulated a comprehensive Nomination and Remuneration Policy in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The Policy lays down:

• Criteria for Board Composition: Ensuring diversity of expertise, gender, skills, and experience to strengthen Board
effectiveness.

• Appointment & Evaluation: Process for identification, selection, appointment, and performance evaluation of Directors
(Executive, Non-Executive, and Independent), KMPs, and senior management.

• Remuneration Framework: Balanced approach to reward Directors, KMPs, and employees, ensuring competitiveness,
performance linkage, and alignment with shareholder value creation.

• Succession Planning: A Mechanism to ensure continuity of leadership in critical roles.

The Nomination and Remuneration Committee reviews and recommends the Policy, which is approved by the Board. The Policy
is reviewed periodically to align with evolving governance practices, regulatory requirements, and business priorities.

The detailed policy is available on the Company’s website at: www.kingfaindia.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by Regulators, Courts, or Tribunals that could
impact the going concern status of the Company or its future operations.

The Company continues to conduct its operations in compliance with all applicable laws, rules, and regulations, and there are no
proceedings that may materially affect its business sustainability.

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under
Schedule III to the Act had been followed and there are no material departures from the same;

b. The Directors had 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 as at March 31, 2025 and of the
profit of the Company for the year ended on March 31, 2025;

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

d. The Directors had prepared the annual accounts on a ‘going concern’ basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) entered into during the financial year were on an arm’s length basis and in the ordinary
course of business. These transactions were reviewed and approved in accordance with the Company’s Policy on Related Party
Transactions, which has been framed pursuant to the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Policy is available on the Company’s website at: www.kingfaindia.com.

Further, the particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies
Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, annexed to this Report as
Annexure II.

The Audit Committee and the Board periodically review these transactions to ensure compliance, transparency, and alignment
with the Company’s governance standards.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate, or joint venture companies within the meaning of the Companies Act,

2013. Accordingly, the disclosures required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules,

2014, relating to the statement containing salient features of the financial statements of subsidiaries/associates/joint ventures in
Form AOC-1, are not applicable.

CODE OF CONDUCT

The Company is firmly committed to maintaining the highest standards of ethical, transparent, and professional conduct
across all levels of its operations. The Code of Conduct serves as a guiding framework for Directors, Senior Management, and
employees in the discharge of their duties, ensuring integrity, fairness, accountability, and compliance with applicable laws in
all business dealings.

The Code emphasizes respect for stakeholders, avoidance of conflicts of interest, adoption of fair business practices, and
promotion of responsible corporate citizenship.

The Code of Conduct is available on the Company’s website at www.kingfaindia.com.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from the Managing
Director stating compliance with the Code of Conduct by all Board Members and Senior Management Personnel is annexed to this
Report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the SEBI (Prohibition of Insider Trading) Regulations, 2018, the Company has adopted a robust
Whistleblower Policy and Vigil Mechanism.

The policy provides a secure framework for Directors, employees, and other stakeholders to report genuine concerns relating to
unethical behaviour, malpractices, financial irregularities, abuse of power, or any violation of the Company’s Code of Conduct.
Adequate safeguards have been built into the mechanism to ensure protection of whistleblowers from victimization or
harassment.

The Policy also covers reporting of any leak or suspected leak of Unpublished Price Sensitive Information (UPSI) in line with SEBI
regulations. Concerns can be reported to the Executive Director, and in exceptional cases, directly to the Chairman of the Audit
Committee, ensuring transparency and independence in the redressal process.

The Whistleblower Policy is available on the Company’s website and can be accessed at:http://www.kingfaindia.com/images/pdf/WPandVM.pdf.
PREVENTION OF INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a Code of
Conduct for Prevention of Insider Trading. The Code ensures that Directors, Promoters, Key Managerial Personnel, employees,
and connected persons strictly adhere to practices designed to prevent misuse of unpublished price-sensitive information and
maintain transparency and fairness in securities trading.

The Code is available on the Company’s website and can be accessed at: http://www.kingfaindia.com/kyc/ITC.pdf.

STATUTORY AUDITORS

The Company’s Statutory Auditors, P G BHAGWAT LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), were
re-appointed at the 38^th Annual General Meeting (AGM) held on 22^nd September, 2022, for a second term of five consecutive years,
to hold office until the conclusion of the 43^rd AGM of the Company.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013, by the Companies (Amendment) Act, 2017, the
requirement of seeking ratification of auditors’ appointment at every AGM has been dispensed with. Accordingly, no resolution
for ratification of their appointment is being placed before the shareholders at the ensuing AGM.

The Statutory Auditors have issued their report on the standalone financial statements of the Company for the year ended
31st March, 2025. The Auditor’s Report is unmodified and does not contain any qualification, reservation, adverse
remark, or disclaimer.

The Board of Directors confirms that P G BHAGWAT LLP have furnished a valid certificate of independence as required under
Section 141 of the Companies Act, 2013, and the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board is satisfied with their independence and effectiveness of the audit process.

SECRETARIAL AUDITORS & THEIR REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has appointed Ms. Shaswati Vaishnav, Practicing Company Secretary (ACS 11392,
CP No. 8675) of M/s. Vaishnav Associates, as the Secretarial Auditor of the Company for the financial year ended 31st March, 2025.

The Secretarial Audit Report in Form MR-3, issued by M/s. Vaishnav Associates forms part of this Report and is annexed as
Annexure - III. The Report confirms compliance with all applicable provisions of the Companies Act, 2013, the rules made
thereunder, and the SEBI Regulations.

The Secretarial Auditor’s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Board of
Directors places on record its appreciation for the diligence, professionalism, and independence with which the audit was
conducted.

COST AUDIT

In compliance with the provisions of Section 148(1) of the Companies Act, 2013, read with the applicable rules, your Company has
duly maintained the prescribed cost accounts and cost records for the financial year 2024-25.

These cost records were audited by Mr. K. Suryanarayanan, Cost Accountant (Registration No. 102347), who was appointed as the
Cost Auditor of the Company for the said year.

Further, based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Mr. K. Suryanarayanan,
Cost Accountant (Registration No. 102347), as the Cost Auditor of the Company to conduct the audit of the cost records for the
financial year 2025-26.

As required under the Act, the remuneration payable to the Cost Auditor for the financial year 2025-26 is subject to ratification by
the shareholders, and a resolution for this purpose forms part of the Notice convening the ensuing Annual General Meeting.

The Board confirms that the cost accounts and records required to be maintained under the Companies Act, 2013, are duly
maintained by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors of the Company have not reported any instances of fraud to the Audit
Committee or the Board of Directors, as prescribed under Section 143(12) of the Companies Act, 2013 read with the rules framed
thereunder.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company for the financial year ended 31st March, 2025 will be made available on the Company’s
website at www.kingfaindia.com after it is filed with the Registrar of Companies.

Risk management is an integral part of the Company’s business strategy and operations. The Company follows a structured
approach to identify, assess, monitor, and mitigate potential risks that may impact its business objectives.

In line with the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee and adopted a
comprehensive Risk Management Policy.

The Policy provides a framework for proactive risk identification and mitigation across strategic, operational, financial,
compliance, and environmental areas. The Risk Management Committee regularly reviews emerging risks, monitors the
implementation of mitigation measures, and reports its findings and recommendations to the Board.

The details of the composition, role, and terms of reference of the Risk Management Committee are provided in the Corporate
Governance Report, which forms part of this Annual Report.

STATUTORY INFORMATION

1. Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the
details relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided in
Annexure IV to this Report.

2. Particulars of Employees

During the year under review, no employee drew remuneration exceeding the thresholds prescribed under Section 197 of the
Companies Act, 2013, and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures required with respect to Section 197(12) of the Companies Act, 2013 are provided in Annexure V to this report.

3. Investor Education and Protection Fund (IEPF)

In compliance with Sections 124 and 125 of the Companies Act, 2013, all unpaid or unclaimed dividends are required to be
transferred to the Investor Education and Protection Fund (IEPF) after completion of seven years.

• The Company has duly transferred all unclaimed dividends pertaining to earlier years within the prescribed timelines.

• No dividend was declared during FY 2016-17 to FY 2022-23.

• For FY 2023-24, a dividend was declared on 28th May 2024, and any unpaid or unclaimed amount will be transferred to the
IEPF in accordance with statutory requirements.

The Company urges shareholders to claim their unencashed dividends well in advance to avoid transfer to the IEPF.

OTHER DISCLOSURES:

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details
of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year is not applicable;

• The requirement to disclose the details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable;

• The company complies with the provisions of the Maternity Benefits Act, 1961;

• The financial statements of the Company have been prepared in accordance with Indian Accounting Standard (“Ind AS”)
notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016 read with Section 133 of the Companies Act, 2013;

• During the year no companies come or ceased to be its subsidiaries, joint ventures or associate companies;

• Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed;

• There was no revision in the Financial Statements;

• The Company’s securities were not suspended for trading during the year.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI), including Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings
(SS-2), as notified by the Ministry of Corporate Affairs under the Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In alignment with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared a
comprehensive Business Responsibility and Sustainability Report (BRSR). This report outlines the Company’s key environmental,
social, and governance (ESG) initiatives, performance data, and progress against regulatory expectations and best practices.

Key Features of the BRSR:

• Disclosures on core ESG Key Performance Indicators (KPIs) as prescribed under the BRSR Framework.

• Inclusion of an Independent Assurance Report, reinforcing the reliability and credibility of the sustainability data.

• Demonstrates the Company’s commitment to responsible, transparent, and sustainable business performance.

The complete BRSR is available on the Company’s website at: https://www.kingfaindia.com/kyc/BRSR_2025.pdf
CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION & ANALYSIS REPORTS

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report and the Management’s Discussion & Analysis Report form an integral part of this Annual
Report.

The Corporate Governance Report provides a comprehensive overview of the Company’s governance framework, Board
composition, committee structures, and adherence to ethical and transparent business practices. The Management’s Discussion
& Analysis Report outlines the industry structure, opportunities, challenges, financial and operational performance, risk
management, and future outlook.

Additionally, the following certificates are annexed to this Report:

• Certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of
Corporate Governance as prescribed under the SEBI (LODR) Regulations.

• Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR)
Regulations, 2015.

These annexures reinforce the Company’s continued commitment to maintaining the highest standards of governance,
transparency, and accountability.

The Board of Directors places on record its deep appreciation for the continued trust, confidence, and support extended by the
Company’s customers, vendors, bankers, business associates, and all other stakeholders. Their partnership has been integral
to the Company’s sustained growth and success.

The Board also expresses its sincere gratitude to the Company’s shareholders for their unwavering confidence and
encouragement. Your Directors further acknowledge the commitment, professionalism, and dedication demonstrated by the
employees at all (SS-2), as notified by the Ministry of Corporate Affairs under the Companies Act, 2013.The Company looks
forward to continued cooperation and support from all stakeholders in its journey toward creating long-term value.

For and on behalf of the Board of Directors

KINGFA SCIENCE & TECHNOLOGY (INDIA) LIMITED

BO JINGEN DORAISWAMI BALAJI

Place : Pune Managing Director Whole Time Director

Date : August 22, 2025 DIN : 06617986 DIN 08256342

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Mar 31, 2024

Your Directors hereby present their 40^th Annual Report along with Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL SUMMARY

(r in Lakhs)

Particulars	Year Ended		Year Ended
	March 31,2024		March 31,2023
Revenue from Operations Gross		1,48,771.56		1,40,370.26
Net of Excise Duty		1,48,771.56		1,40,370.26
Other Income		304.86		225.72
Profit before Finance Costs, Depreciation and Amortisation -Expense & Tax Expenses		18,818.79		13,026.31
Finance Costs		560.87		652.92
Profit before Depreciation and Amortisation Expense & Tax Expenses		18,257.92		12,373.39
Depreciation and Amortisation Expense		1,838.20		1,414.15
Profit before Tax Expenses Tax expenses - Current Tax	4,154.05	16,419.72	2,970.00	10,959.24
- (Excess)/short provision
related to earlier years	(23.78)		-
- Deferred Tax	37.20	4,167.47	(151.79)	2,818.21
Profit after Tax Expenses		12,252.25		8,141.03
Balance brought forward		19,232.79		11,092.28
Other Comprehensive Income		6.11		(0.52)
Surplus carried forward		31,491.15		19,232.79

BUSINESS OPERATIONS

Your Company reported a top-line growth of 5.99% over the Previous year. The Net Revenue from operations stood at r 1,48,771.56 Lakhs compared with r 1,40,370.26 Lakhs in the Previous Year. The Operating Profit before tax stood at r 16,419.72 Lakhs as against r 10,959.24 Lakhs in the Previous Year. The Net Profit for the year stood at r 12,252.25 Lakhs against r 8,141.03 Lakhs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in modified thermoplastics with a pan India network of operations having plants and warehouses situated in auto hubs and industrial belts.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Detailed analysis of the State of the Company’s affairs and

performance during the year is provided in Annexure to this report under Management’s Discussion and Analysis Report.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors have recommended a final dividend of 100% i.e. r 10/- (Rupees Ten Only) per equity share of Face Value of r 10/- each, amounting to r 1,211.05 Lakhs, for the financial year 2023-24 and is subject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source. The final dividend, if approved by the members, would be paid to those members whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The said policy of the Company is available on the Company’s website and can be accessed at https://www.kingfaindia.com/DDPolicy.pdf.

RESERVES

As on March 31, 2024 the reserves and surplus stood at r 57,646.54 Lakhs as compared to r 45,388.18 Lakhs as on March 31,2023. Your Directors do not propose to transfer any amount to the reserves.

SHARE CAPITAL

The paid up equity capital of the Company stood at r 1,211.05 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as at March 31,2024 was r 499.89 Lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees nor has made any Investments covered under the applicable provisions of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed independent professional audit firm to carry out internal audit at all its locations. The scope of its Internal Audit program is laid down by the Audit committee of the Board of Auditors. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee of the Board.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board of Directors.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects which are in accordance with the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules is annexed as Annexure - I and forms an integral part of this Report.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company has ISO 9001:2015 and IATF 16949:2016 Certifications.

Your Company’s policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules made thereunder, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. The Company has not received any compliant under this policy during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Reviews, training and tools are being provided for the personnel to improve overall efficiency.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Director, Mr. Wu Xiaohui (DIN : 06617977) retire by rotation and being eligible, offers himself for re-appointment. The Directors recommend Mr. Wu Xiaohui for re-appointment.

Brief details of the Directors, proposed to be re-appointed, as required under SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

There was no change in any Board Members and Key Managerial Personnel of the Company during the year under review.

Declaration by an Independent Director(s)

The Independent Directors of your Company have given a declaration confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations and the same is complied with Code of Conduct as per Schedule IV to the Act.

None of the Directors are disqualified from being appointed as or holding office as Director, as stipulated under Section 164 of the Act.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, Mr. Bo Jingen, Managing Director, Mr. Doraiswami Balaji, Whole-time Director designated as Executive Director, Mr. Chen Xiaoqiong, Chief Financial Officer and Mr. Nirnoy Sur, Company Secretary were the Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors inducted into the Board are familiarized with the Organisation. The details of such program are provided in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, four Board Meetings were convened and held on 24^th May, 2023, 05^th August, 2023, 07^th November, 2023 and 06^th February, 2024 and details of the same are given in the Corporate Governance Report which forms part of this Report.

COMMITTEES OF THE BOARD

The details of the various Committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee held during the Financial Year 2023 - 24 are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees as required. The performance evaluation of the Chairman of the Board and Managing Director / Board / Executive / Non Independent / Independent Directors was carried out. In the evaluation of the Directors, the Directors being evaluated had not participated and the Board evaluation process was completed. The Directors

expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have framed a broad policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 March 31,2024 and of the profit and loss of the Company for the year ended on that date;

(iii) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts had been prepared on a “going concern” basis.

(v) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. The Policy has been uploaded on the website of the Company viz. www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/RPTPolicy.pdf. Form AOC-2 is annexed herewith as Annexure - II and forms an integral part of this report.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct has been uploaded on the website of the Company viz. www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/images/pdf/Codeof Conduct_Senior_ Management _Personnel.pdf. A Declaration regarding Compliance by Board Members and Senior Management Personnel is given at the end of this report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In pursuant to the provisions of the Companies Act and Listing Regulations, a Whistle Blower Policy and Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company viz. www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/images/pdf/WPandVM.pdf.

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, the Company has formulated and adopted a Code for Prevention of Insider Trading and the same has been uploaded on the website of the Company viz. www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/kyc/ITC.pdf.

STATUTORY AUDITORS

The Company’s Statutory Auditors, P G BHAGWAT LLP, Chartered Accountants (Firm Registration Number: 101118W/ W100682) were re-appointed as Statutory Auditors of your Company at the Annual General Meeting held on 22^nd September, 2022 for the second term of five years to hold office from the conclusion of the 38^th Annual General Meeting held on 22^nd September, 2022 till the conclusion of the 43^rd Annual General Meeting of the Company.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 07, 2018 the requirement of seeking

ratification of the members for the appointment of Statutory Auditors has been withdrawn from the Statute.

In view of the above, ratification of members for continuance of their re-appointment at this Annual General Meeting is not being sought.

There is no audit qualification for the year under review.

As per the provisions of the Companies Act, 2013, the Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Ms. Shaswati Vaishnav, Practicing Company Secretary, ACS 11392, CP No. 8675 of M/s.Vaishnav Associates to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure - III and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

COST AUDIT

Mr. K. Suryanarayanan, Cost Accountant (Registration Number 102347) carried out the cost audit during the year under review.

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of Audit Committee, have re-appointed Mr. K. Suryanarayanan, Cost Accountant (Registration Number 102347) as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

ANNUAL RETURN

The annual return for the year ended 31^st March 2024 will be made available in the Company’s website viz. www.kingfaindia.com after it is filed with the Registrar of Companies.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. Pursuant to the provisions of section 134(3)(n) of the Act and regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee and adopted Risk Management Policy. The details of the Committee and its role / terms of reference are set out in the Corporate Governance Report, which forms a part of this Annual Report.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - IV to this Report.

The particulars of employees drawing remuneration more than r 1,02,00,000/- per annum (full year) or r 8,50,000/- p.m. (part of the year) are given in Annexure - IV to this Report..

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Companies Act.

Year	Date of declaration	No. of Shareholders	Total Unclaimed Dividend ( r )	Due date for transfer to IEPF Account
2016 - 2017 to 2022 - 2023	No Dividend declared	N.A.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

As required under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report is provided in a separate section which is annexed herewith as Annexure - V and forms an integral part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management’s Discussion & Analysis Report, which form an integral part of this Report, are

set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance and Certificate of Non Disqualification of Directors as stipulated under applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company’s customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

BO JINGEN DORAISWAMI BALAJI

Managing Director Executive Director DIN : 06617986 DIN : 08256342

Place : Pune Date : 28^th May, 2024

---

Mar 31, 2023

DIRECTORS’ REPORT

Your Directors hereby present their 39th Annual Report along with Audited Financial Statements for the year ended March 31,2023.

Particulars	Year E March 3	nded 11, 2023	Year E March 31	nded , 2022
Revenue from Operations
Gross		1,40,370.26		1,04,789.66
Net of Excise Duty		1,40,370.26		1,04,789.66
Other Income		225.72		90.03
Profit before Finance Costs,
Depreciation and Amortisation
Expense & Tax Expenses		13,026.31		5,959.71
Finance Costs		652.92		528.81
Profit before Depreciation and
Amortisation Expense & Tax Expenses		12,373.39		5,430.90
Depreciation and Amortisation Expense		1,414.15		1,296.50
Profit before Tax Expenses		10,959.24		4,134.40
Tax expenses - Current Tax	2,970.00		1,149.00
- Deferred Tax	(151.79)	2,818.21	(77.94)	1,071.06
Profit after Tax Expenses		8,141.03		3,063.34
Balance brought forward		11,126.95		8,065.74
Other Comprehensive Income		(0.52)		(2.13)
Surplus carried forward		19,267.46		11,126.95

BUSINESS OPERATIONS

Your Company reported a top-line growth of 33.95% over the
Previous year. The Net Revenue from operations stood at
'' 1,40,370.26 Lakhs compared with '' 1,04,789.66 Lakhs in the
Previous Year. The Operating Profit before tax stood at
'' 10,959.24 Lakhs as against '' 4,134.40 Lakhs in the Previous
Year. The Net Profit for the year stood at '' 8,141.03 Lakhs
against '' 3,063.34 Lakhs reported in the Previous Year.

The company continues to retain and reinforce its market
leadership in modified thermoplastics with a pan India network
of operations having plants and warehouses situated in auto
hubs and industrial belts.

There are no material changes or commitments affecting the
financial position of the Company which have occurred
between the end of the financial year and the date of this
Report.

Detailed analysis of the State of the Company’s affairs and
performance during the year is provided in Annexure to this
report under Management’s Discussion and Analysis Report.

DIVIDEND

In order to conserve resources, your Directors have decided not
to recommend any dividend for the financial year under review.

Pursuant to Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations”), the Dividend Distribution Policy duly
approved by the Board is available on the website of the
Company viz. www.kingfaindia.com and can be accessed at
http://www.kingfaindia.com/DDPolicy1.pdf

RESERVES

As on March 31, 2023 the reserves and surplus stood at
'' 45,388.20 Lakhs as compared to '' 37,247.69 Lakhs as on
March 31,2022. Your Directors do not propose to transfer any
amount to the reserves.

SHARE CAPITAL

The paid up equity capital of the Company stood at '' 1,211.05
Lakhs. The Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as at March 31,2023 was '' 239.54
Lakhs. The company continues to focus on judicious
management of its working capital, receivables, inventories and
other working capital parameters were kept under strict check
through continuous monitoring.

FIXED DEPOSITS

Your Company has not accepted any deposits within the
meaning of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any loans or guarantees nor has
made any Investments covered under the applicable provisions
of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The
Company has appointed independent professional audit firm to
carry out internal audit at all its locations. The scope of its
Internal Audit program is laid down by the Audit committee of the
Board of Auditors. To maintain its objectivity and independence,
the Internal Audit function reports to the Audit Committee of the
Board.

The Internal Audit team monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report
of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations
along with corrective actions thereon are presented to the Audit
Committee of the Board of Directors.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and
Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the “Corporate Social
Responsibility” (CSR) drive, the Company has undertaken
projects which are in accordance with the Companies Act, 2013
and the Company’s CSR policy. The Report on CSR activities
as required under the Companies (Corporate Social
Responsibility Policy) Rules is annexed as Annexure - I and
forms an integral part of this Report.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company has ISO 9001:2015 and IATF
16949:2016 Certifications.

Your Company’s policy require the conduct of all operations in
such a manner so as to ensure safety of all concerned,
compliance of statutory and industrial requirements for
environment protection and conservation of natural resources
to the extent possible.

As required by the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and the Rules
made thereunder, the Company has formulated and
implemented a policy on prevention of sexual harassment at the
workplace with a mechanism of lodging complaints. The
Company has not received any compliant under this policy
during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR
policies to the growing requirements of the business. Reviews,
training and tools are being provided for the personnel to
improve overall efficiency.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Director, Mr. Wu Xiaohui (DIN : 06617977) retire by
rotation and being eligible, offers himself for re-appointment.
The Directors recommend Mr. Wu Xiaohui for re-appointment.

Brief details of the Director, proposed to be re-appointed, as
required under SEBI Listing Regulations, are provided in the
Notice of Annual General Meeting.

Mr. Xie Dongming has tendered his resignation from the
position of Chief Financial Officer (CFO) of the Company with
effect from 10th November, 2022 due to change in his roles and
responsibilities in KINGFA Group.

Mr. Chen Xiaoqiong has been appointed as Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) of the
Company with effect from 10th November, 2022.

Declaration by an Independent Director(s)

The Independent Directors of your Company have given a
declaration confirming that they meet the criteria of
independence as prescribed both under the Act and the Listing
Regulations and the same is complied with Code of Conduct as
per Schedule IV to the Act.

None of the Directors are disqualified from being appointed as
or holding office as Director, as stipulated under Section 164 of
the Act.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, pursuant to the provisions of the
Companies Act, 2013 and the rules made thereunder, Mr. Bo
Jingen, Managing Director, Mr. D.Balaji, Whole-time Director
designated as Executive Director, Mr. Chen Xiaoqiong, Chief
Financial Officer and Mr. Nirnoy Sur, Company Secretary were
the Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

All Independent Directors inducted into the Board are
familiarized with the Organisation. The details of such program
are provided in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, four Board Meetings were convened and held
on 25th May, 2022, 10th August, 2022, 10th November, 2022
and 14th February, 2023 and details of the same are given in the
Corporate Governance Report which forms part of this Report.

COMMITTEES OF THE BOARD

The details of the various Committees of the Board i.e. Audit
Committee, Nomination and Remuneration Committee,
Stakeholder Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee
held during the Financial Year 2022 - 23 are provided in the
Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, the Board has carried out performance evaluation
of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination &
Remuneration and other Committees as required. The
performance evaluation of the Chairman of the Board and
Managing Director / Board / Executive / Non Independent /
Independent Directors was carried out. In the evaluation of the
Directors, the Directors being evaluated had not participated
and the Board evaluation process was completed. The
Directors expressed their satisfaction with the evaluation
process. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have framed a broad policy which lays
down a framework in relation to remuneration of Directors, Key
Managerial Personnel and other employees of the Company.
This policy also lays down criteria for selection and appointment
of Board Members. The details of this policy are explained in the
Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status
of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statement in terms of Section 134(5) of the
Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for
the year ended 31st March, 2023, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(ii) 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 March 31,2023 and
of the profit and loss of the Company for the year
ended on that date;

(iii) that the directors has taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(iv) the annual accounts had been prepared on a “going
concern” basis.

(v) that the directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(vi) that the directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such system were
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the
financial year were on arm’s length basis and were in the
ordinary course of business. The Policy has been uploaded on
the website of the Company viz. www.kingfaindia.com and can
be accessed at http://www.kingfaindia.com/RPTPolicy.pdf.
Form AOC-2 is annexed herewith as Annexure - II and forms an
integral part of this report.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every
employee, including Board Members and Senior Management
personnel of the Company. The Code is intended to serve as a
basis for ethical decision-making in conduct of professional
work. The Code of Conduct has been uploaded on the
website of the Company viz. www.kingfaindia.com
and can be accessed at http://www.kingfaindia.com/
images/pdf/CodeofConduct_Senior_Management_Personnel.
pdf. A Declaration regarding Compliance by Board Members
and Senior Management Personnel is given at the end of this
report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In pursuant to the provisions of the Companies Act and Listing
Regulations, a Whistle Blower Policy and Vigil Mechanism for
Directors and Employees to report genuine concerns has been
established. The Policy has been uploaded on the website of
the Company viz. www.kingfaindia.com and can be accessed at
http://www.kingfaindia.com/images/pdf/WPandVM.pdf

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations,
the Company has formulated and adopted a Code for
Prevention of Insider Trading and the same has been uploaded
on the website of the Company viz. www.kingfaindia.com and
can be accessed at http://www.kingfaindia.com/kyc/ITC.pdf

STATUTORY AUDITORS

The Company’s Statutory Auditors, P G BHAGWAT LLP,
Chartered Accountants (Firm Registration Number:
101118W/W100682) were re-appointed as Statutory Auditors of
your Company at the Annual General Meeting held on 22nd
September, 2022 for the second term of five years to hold office
from the conclusion of the 38th Annual General Meeting till the
conclusion of the 43rd Annual General Meeting of the
Company.

Pursuant to the amendments made to Section 139 of the
Companies Act, 2013 by the Companies (Amendment) Act,
2017 effective from May 07, 2018 the requirement of seeking
ratification of the members for the appointment of Statutory
Auditors has been withdrawn from the Statute.

In view of the above, ratification of members for continuance of
their re-appointment at this Annual General Meeting is not being
sought.

There is no audit qualification for the year under review.

As per the provisions of the Companies Act, 2013, the Report
given by the Auditors on the financial statements of the
Company is part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and rules made thereunder, the Company had appointed
Ms. Shaswati Vaishnav, Practicing Company Secretary, ACS
11392, PCS 8675 of M/s.Vaishnav Associates to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report
for the financial year ended March 31, 2023 is annexed
herewith as Annexure - III and forms an integral part of this
Report. There is no secretarial audit qualification for the year
under review.

COST AUDIT

Mr. K.Suryanarayanan, Cost Accountant (Registration Number
102347) carried out the cost audit during the year under review.

In compliance with the provisions of Section 148 of the
Companies Act, 2013, the Board of Directors, on the
recommendation of Audit Committee, have re-appointed
Mr.K.Suryanarayanan, Cost Accountant (Registration Number
102347) as Cost Auditor to audit the cost accounts of the
Company for the financial year 2023-24. As required under the
Companies Act, 2013, a resolution seeking member’s approval
for the remuneration payable to the Cost Auditor forms part of
the Notice convening the Annual General Meeting for their
ratification.

ANNUAL RETURN

The annual return for the year ended 31st March 2023 will be
made available in the Company’s website viz.
www.kingfaindia.com after it is filed with the Registrar of
Companies.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing
process within the Company. Pursuant to the provisions of
section 134(3)(n) of the Act and regulation 21 of the Listing
Regulations, the Company has constituted a Risk Management
Committee and adopted Risk Management Policy. The details
of the Committee and its role / terms of reference are set out in
the Corporate Governance Report, which forms a part of this
Annual Report.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
pursuant to Section 134(3)(m) of the Companies Act, 2013,
read with the Rule 8(3) of the Companies (Accounts) Rules,
2014 is given in Annexure - IV to this Report.

The particulars of employees are not applicable since there are
no employees drawing remuneration more than '' 1,02,00,000/-
per annum (full year) or '' 8,50,000/- p.m. (part of the year).

All the dividends of the earlier years, which have remained
unclaimed, have since been transferred to the Investor
Education and Protection Fund at the expiry of the specified
period(s) as required under Companies Act.

Year	Date of declaration	No. of Shareholders	Total Unclaimed Dividend ( '' )	Due date for transfer to IEPF Account
2015 - 2016 to 2021-2022	No Dividend declared	N.A.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards.

BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT (BRSR)

The Securities and Exchange Board of India (‘SEBI’), in May,
2021, introduced new sustainability related reporting
requirements, Business Responsibility and Sustainability
Report (‘BRSR’) which has replaced Business Responsibility
Report. Further, SEBI has mandated top 1,000 listed
Companies, based on market capitalization, to transition to
BRSR from FY 2022-23 onwards. The Company is pleased to
present its 1st Business Responsibility and Sustainability
Report for FY 2022-23 which is annexed herewith as Annexure
- V and forms an integral part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT’S
DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management’s Discussion &
Analysis Report, which form an integral part of this Report, are
set out as separate Annexures, together with the Certificate
from the Auditors of the Company regarding compliance with
the requirements of Corporate Governance and Certificate of
Non Disqualification of Directors as stipulated under applicable
regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued
support and co-operation from your Company’s customers,
vendors, bankers and all other stakeholders. Your Company will
continue to build and maintain strong links with its business
partners.

The Directors sincerely appreciate the high degree of
professionalism, commitment and dedication displayed by
employees at all levels. The Directors also place on record their
gratitude to the Members for their continued support and
confidence.

For and on behalf of the Board of DirectorsBO JINGEN D. BALAJI

Managing Director Executive Director

DIN : 06617986 DIN : 08256342

Place : Pune
Date : 24^th May, 2023

---

Mar 31, 2018

The Directors hereby present their 34th Annual Report along with Audited Financial Statements for the year ended March 31, 2018. First year of implementation of Indian Accounting Standards (Ind AS):

This is the first year of implementation of the Indian Accounting Standards (Ind AS). The Financial Statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Financial Statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars	Year Ended March 31, 2018		Year Ended March 31, 2017
Revenue from Operations
Gross		61,783.37		48,322.45
Net of Excise Duty		60,164.24		42,712.63
Other Income		565.80		360.48
Profit before Finance Costs &
Depreciation and amortisation expense		4,685.05		2,292.13
Finance Costs		204.02		216.73
Profit before Depreciation and
amortisation expense		4,481.03		2,075.40
Depreciation and amortisation expense		622.30		305.73
Profit before Tax		3,858.73		1,769.67
Tax expenses - Current Tax	1,170.00		382.00
- Deferred Tax	224.69	1,394.69	147.36	529.36
Profit after Tax Balance brought forward Other Comprehensive Income Surplus carried forward		2,464.04 732.23 (33.41) 3,162.86		1,240.31 (490.57) (17.51) 732.23

BUSINESS OPERATIONS

Your Company reported a top-line growth of 27.86% over the Previous Year. The Gross Revenue from operations stood at Rs. 61,783.37 lakhs compared with Rs. 48,322.45 lakhs in the Previous Year. The Operating Profit before tax stood at Rs. 3,858.73 lakhs as against Rs. 1,769.67 lakhs in the Previous Year. The Net Profit for the year stood at Rs. 2,464.04 lakhs against Rs. 1,240.31 lakhs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in modified thermoplastics with a pan India network of operations having plants and warehouses situated in auto hubs and industrial belts.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Detailed analysis of the State of the Company’s affairs and performance during the year is provided in Annexure to this report under Management’s Discussion and Analysis Report.

DIVIDEND

In view of the setting up of Global Scale Manufacturing and Contemporary Design and Development Center at Chakan Pune, it is necessary to conserve and optimise use of resources for the same. Hence, your Directors have not recommended any dividend for the financial year ended March 31, 2018.

RESERVES

As on March 31, 2018 the reserves and surplus stood at Rs. 29,318.27 Lakhs as compared to Rs. 23,364.23 Lakhs as on March 31, 2017.

RIGHTS ISSUE OF EQUITY SHARES

As the Members are aware that the Rights Issue got opened on March 27, 2017 and closed on April 10, 2017. The Company had issued 19,99,893 equity shares of face value Rs. 10/- each for cash at issue price of Rs. 750/- per equity share including share premium of Rs. 740/- per equity share in the ratio of 18 equity shares for every 91 equity shares held aggregating to Rs. 14,999.20 Lakhs, to the existing Shareholders of the Company.

SHARE CAPITAL

The paid up equity capital of the Company stood at Rs. 1,211.05 lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

Cash and cash equivalents as at March 31, 2018 was Rs. 132.55 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

STATUS OF NEW MANUFACTURING FACILITY

The Company has completed the land contouring and appropriate levelling and finalized Contractor for Civil, Electrical, Fire Fighting, HVAC, Water System for construction of Factory Building at Chakan Industrial Area, Phase- 2, MIDC, Village - Vasuli - Shinde, Tal - Khed, Dist - Pune, India and the civil construction work is under process for setting up a green field manufacturing location which would also house a State of Art “Technical and Product Development” Centre to meet the growing needs of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees nor has made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

COPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects which are in accordance with the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - I and forms an integral part of this Report.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company renewed their ISO 14001 and OHSAS 18001 certification.

Your Company’s policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. The Company has not received any complaint under this policy during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Reviews, training and tools are being provided for the personnel to improve overall efficiency.

DIRECTORS

A. Rotation of Director

Your Director, Mr. N.K.Ramaswamy retire by rotation and being eligible, offers himself for re-appointment.

B. Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors inducted into the Board are familiarized with the Organisation. The details of such program are provided in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year 2017 - 18 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The details of the various Committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Rights Issue Committee held during the Financial Year 2017 - 18 are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees as required. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c ) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

(iii) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts had been prepared on a “going concern” basis.

(v) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. The Policy has been uploaded on the website of the Company viz. www.kingfaindia.com. Form AOC-2 is annexed herewith as Annexure - II and forms an integral part of this report.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct has been uploaded on the website of the Company viz. www.kingfaindia.com. A Declaration regarding Compliance by Board Members and Senior Management Personnel is given at the end of this report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In pursuant to the provisions of the Companies Act, 2013, a Whistle Blower Policy and Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company.

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading and the same has been uploaded on the website of the Company.

STATUTORY AUDITORS

M/s. P.G.BHAGWAT, Chartered Accountants, (Firm Registration Number 101118W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th September, 2017 for a term of five consecutive years to hold office from the conclusion of the 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company. Their appointment as the Statutory Auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder. Accordingly, the necessary resolution is being placed before the shareholders for their approval.

There is no audit qualification for the year under review.

As per the provisions of the Companies Act, 2013, the Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Ms. Shaswati Vaishnav, Practicing Company Secretary, ACS 11392, CP No. 8675 of M/s.Vaishnav Associates to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - III and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

COST AUDIT

Mr.K.Suryanarayanan, Cost Accountant (Registration Number 102347) carried out the cost audit during the year under review.

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of Audit Committee, have appointed Mr.K.Suryanarayanan, Cost Accountant (Registration Number 102347) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - IV.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - V to this Report.

The particulars of employees are not applicable since there are no employees drawing remuneration more than Rs. 96,00,000/per annum (full year) or Rs. 8,00,000/- p.m. (part of the year).

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Companies Act. Details of dividends remaining unclaimed as on 31.03.2018 are as under :

Year	Date of declaration	No. of Shareholders	Total Unclaimed Dividend (Rs.)	Due date for transfer to IEPF Account
2010 - 2011	29.09.2011	729	60,868.80	05.11.2018
2011 - 2012 to 2016 - 2017	No Dividend declared		N.A.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management’s Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditor of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company’s customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

BO JINGEN N.K. RAMASWAMY

Managing Director Director

Place : Chennai

Date : 28th May, 2018

---

Mar 31, 2017

The Directors hereby present their 33^rd Annual Report along with Audited Financial Statements for the year ended March 31, 2017.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	Year Ended March 31, 2017		Year Ended March 31, 2016
Revenue from Operations
Gross		48,322.45		35,599.51
Net of Excise Duty		42,712.63		31,416.81
Other Income		38.40		89.34
Profit before Finance Costs &
Depreciation and amortisation expense		1,903.94		2,753.29
Finance Costs		(105.05)		720.98
Profit before Depreciation and
amortisation expense		2,008.99		2,032.31
Depreciation and amortisation expense		305.42		293.93
Profit before Tax		1,703.57		1,738.38
Tax expenses - Current Tax	382.00		201.11
- Deferred Tax	138.09	520.09	457.32	658.43
Profit after Tax Balance brought forward Surplus / (Deficit) carried forward		1,183.48 (490.58) 692.90		1,079.95 (1,570.53) (490.58)

BUSINESS OPERATIONS

Your Company reported a top-line growth of 35.74% over the Previous Year. The Gross Revenue from operations stood at Rs.48,322.45 lacs compared with Rs.35,599.51 lacs in the Previous Year. The Operating Profit before tax stood at Rs.1,703.57 lacs as against Rs.1,738.38 lacs in the Previous Year. The Net Profit for the year stood at Rs.1,183.48 lacs against Rs.1,079.95 lacs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in modified thermoplastics with a pan India network of operations having plants and warehouses situated in auto hubs and industrial belts.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Detailed analysis of the Company’s performance during the year is provided in Annexure to this report under Management’s Discussion and Analysis Report.

DIVIDEND

Though the operations for the year have generated a profit, in view of the carryover loss of the earlier years in the Profit and Loss account, your Directors regret that they are unable to recommend any dividend on the Equity Share Capital for the year under review.

RESERVES

As on March 31, 2017 the reserves and surplus stood at Rs.12,115.16 Lacs as compared to Rs.10,931.68 Lacs as on March 31, 2016.

RIGHTS ISSUE OF EQUITY SHARES

The Company in order to augment resources for its long term funds requirement of the Company has gone for Rights Issue of Equity Shares to finance the ongoing project of Setting up of a new facility at Chakan, Pune, Upgradation of R & D facility at the existing set-up at Puducherry, Expansion of facility at the existing set-up at Puducherry and Manesar and to meet the additional working capital requirement.

The Rights Issue got opened on March 27, 2017 and closed on April 10, 2017. The Company had issued 19,99,893 equity shares of face value Rs.10/- each for cash at issue price of Rs.750/- per equity share including share premium of Rs.740/- per equity share in the ratio of 18 equity shares for every 91 equity shares held aggregating to Rs.14999.20 Lacs, to the existing Shareholders of the Company.

SHARE CAPITAL

Consequent to the Rights Issue of Equity Shares, the paid up equity capital of the Company stood at Rs.1211.05 lacs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

LISTING OF COMPANY’S EQUITY SHARES ON NATIONAL STOCKEXCHANGE

Company Issued Equity Shares are admitted to dealing on the National Stock Exchange of India Limited (NSE) in the Capital Market Segment with effect from November 15, 2016 consequent to an application made with NSE by the Company. The Symbol of the Company at NSE is “KINGFA”.

STATUS OF NEW MANUFACTURING FACILITY

The Company has taken over the possession of the Plot from Maharashtra Industrial Development Corporation and also signed the Lease Agreement of the said land situated at Chakan Industrial Area in Pune for setting up a green field manufacturing location, which will be capable of housing the capacity expansion in the medium term future. The location would also house a State of Art “Technical and Product Development” Centre to meet the growing needs of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees nor has made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects which are in accordance with the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - I and forms an integral part of this Report.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company renewed their ISO 14001 and OHSAS 18001 certification.

Your Company’s policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. The Company has not received any compliant under this policy during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Reviews, training and tools are being provided for the personnel to improve overall efficiency.

DIRECTORS

A. Changes in Directors and Key Managerial Personnel

Ms. Kamana Srikanth has resigned as Director from the Board with effect from 24th October, 2016 due to her other occupations. The Board wishes to place on record its appreciation of the valuable service rendered by her during her tenure in the Company.

The Board appointed Ms. Nilima Ramrao Shinde as an Additional Director (Non-Executive, Independent Woman Director) of the Company with effect from 1st November, 2016 subject to the approval by the Shareholders at the ensuring Annual General Meeting.

Your Director, Mr.Wu Xiaohui retire by rotation and being eligible, offers himself for re-appointment.

Your Directors have re-appointed Mr.Bo Jingen as Managing Director and Mr.Wu Xiaohui as Whole-time Director of the Company for a further period of Three years with effect from 27th February, 2017 at their Meeting held on 13th February, 2017. The necessary resolutions are being placed before the shareholders for their approval.

Mr.Nirnoy Sur was appointed as Company Secretary and Compliance Officer of the Company with effect from 24th October, 2016 in the place of Mr.S.K.Subramanyan who has since superannuated.

B. Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new Independent Directors inducted into the Board are familiarized with the Organisation. The details of such program are provided in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year 2016 - 17 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The details of the various Committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Rights Issue Committee held during the Financial Year 2016 - 17 are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees as required. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c ) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 March 31, 2017 and of the profit and loss of the Company for the year ended on that date;

(iii) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a “going concern” basis.

(v) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. The Policy has been uploaded on the website of the Company. Form AOC-2 is annexed herewith as Annexure - II and forms an integral part of this report.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In pursuant to the provisions of the Companies Act, 2013, a Whistle Blower Policy and Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company.

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading and the same has been uploaded on the website of the Company.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder the term of office of M/s.P.Srinivasan & Co., as the Statutory Auditors of the Company will conclude from the close of ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s.P.Srinivasan & Co., as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. P.G.BHAgWaT, Chartered Accountants, (Firm Registration Number 101118W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

The Company has received confirmation regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for appointment as the auditors of the company.

The Auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company. The necessary resolution is being placed before the shareholders for their approval.

There is no audit qualification for the year under review.

As per the provisions of the Companies Act, 2013, the Auditors Report forms part of Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s.Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - III and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of Audit Committee, has appointed Mr.K.Suryanarayanan, Cost Accountant (Registration Number 102347) as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - IV.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - V to this Report.

The particulars of employees are not applicable since there are no employees drawing remuneration more than Rs.96,00,000/per annum (full year) or Rs.8,00,000/- p.m. (part of the year).

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Companies Act. Details of dividends remaining unclaimed as on 31.03.2017 are as under :

Year	Date of declaration	No. of Shareholders	Total Unclaimed Dividend (Rs.)	Due date for transfer to IEPF Account
2009 - 2010	No Dividend declared	N.A.
2010 - 2011	29.09.2011	729	60,868.80	05.11.2018
2011 - 2012 to 2015 - 2016	No Dividend declared	N.A.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management’s Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company’s customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

BO JINGEN N.K. RAMASWAMY

Managing Director Director

Place : Chennai

Date : 31st July, 2017

---

Mar 31, 2016

The Directors hereby present their32ⁿⁱ Annual Report along with Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL RESULTS

(Rs.in Lacs)

Particulars	Year Ended March 31,2016		Year Ended March 31, 2015
Revenue from Operations
Gross		35,599.51		24,680.58
Net of Excise Duty		31,416.81		21,879.24
Other Income -		89.34		12.65
Profit before Finance Costs &
Depreciation and amortisation expense		2,753.29		658.16
. Finance Costs		720.98		812.33
Profit 1 (Loss) before Depreciation and
amortisation expense		2,032.31		(154.17)
Depreciation and amortisation expense		293.93		314.18
Profit 1 (Loss) before Tax		1,738.38		(468.35)
Tax expenses - Current Tax	201.11		-
- Deferred Tax	457.32	658.43	(164.14)	(164.14)
Profit 1 (Loss) after Tax		1,079.95		(304.21)
Balance brought forward		(1,570.53)		(1,247.75)
Depreciation adjustment as per
Companies Act, 2013 ..		; -		(18.57)
Deficit carried forward		(490.58)		(1,570.53)

BUSINESS OPERATIONS

Operating Revenues grew by 43% over the previous year, whilst the volumes growth of 50% was achieved. Sales of Engineering plastics compounds produced was effected for the , first full year.

The benign commodity prices during the year helped in keeping a check on the raw material input prices.

The Agency agreement with M/s.TOSAF Compounds Ltd., Israel for the distribution of Master batches compounds was mutually terminated at the end of the first quarter of the fiscal year,.

Detailed analysis of the Company''s performance during the year is provided in Annexure to this report under Management’s Discussion and Analysis Report.

DIVIDEND

Though the operations for the year have generated a profit, in view of the carryover loss of the earlier years in the Profit and Loss account, your Directors regret that they are unable to recommend any dividend on the Equity Share Capital for the year under review.

RIGHTS ISSUE OF EQUITY SHARES

During the year, the Company had issued 37, 03,364 equity shares of face value Rs. 10/- each for cash at issue price of Rs. 270/- per equity share including share premium of Rs. 260/- per equity share in the ratio of 578 equity shares for every 1000 equity shares held aggregating to Rs. 9999.08 Lacs, to the existing Shareholders of the Company.

The Company sought and obtained approval from its Members to vary I enlarge the terms of offer made for rights issue relating only to the Object of the issue and Utilisation of proceeds.

The amount received under the Rights Issue have been utilised for the above revised purposes.

SHARE CAPITAL

Consequent to the Rights Issue of Equity Shares, the paid up equity capital as on March 31, 2016 stood at Rs. 1,011.06 lacs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

BIFR

The company made a reference to BIFR consequent to erosion of more than fifty percent of its peak net worth in 2014. Post completion of the Right Issue of Rs. 9999.08 Lacs by the Company in October 2015 and the improved financial results achieved, the company has recouped the above losses and the same has been informed to BIFR on 26th February, 2016.

NAME CHANGE OFTHE COMPANY

The Company changed its name from Hydro S & S Industries Limited to Kingfa Science & Technology (India) Limited. The Company obtained fresh Certificate of Incorporation from Registrar of Companies, Chennai for the change of name of the company; it also received consent from BSE Limited pursuant to Change in Name of the Company and change in Scrip ID as KINGFA. The depositories, NSDL and CDSL have also changed the name of the Scrip to Kingfa Science & Technology (India) Limited. The process of name change with the statutory authorities is on and will be completed shortly.

FINANCE

The Company received Rs. 47.41 lacs as subsidy under the Industrial Promotion Scheme of the Government of Maharashtra for its investment in Jejuri during the year, and the same is credited in the Books under Capital Reserve.

NEW MANUFACTURING FACILITY

The Company is in the process of setting up a green field manufacturing location near Pune, which will be capable of housing the capacity expansion in the medium term future. The location would also house a State of Art “Technical and Product Development Centre" to meet the growing needs of the Company. ,

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees nor has made any Investments covered under the provisions of Section 186oftheCompaniesAct, 2013.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee and framed its Policy. The Policy has been uploaded on the website of the Company.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company renewed their ISO 14001 and OHSAS18001 certification.

Your Company’s policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Reviews, training and tools are being provided for the personnel to improve overall efficiency.

DIRECTORS -

Mr.Dilip Dinkar Kulkarni was appointed as an Independent Director by the Members at the Annual General Meeting held on 28th September, 2015.

Mr.N.K.Ramaswamy was appointed as a Whole-time Director, designated as Chief Executive Officer with effect from 13th November, 2015 and approved by the Members through Postal Ballot whose results were declared on 1st February, 2016.

Mr.Nie Delin has resigned as Director from the Board with effect from 13th November, 2015 due to his other occupations. The Board wishes to place on record its appreciation of the valuable service rendered by him during his tenure in the Company.

Your Director, Mr. Jingen retires by rotation and being eligible, offers himself for re-appointment. Both Mr. Bo Jingen, Managing Director and Mr.Wu Xiaohui, Whole-time Director being non-residents, an application was made for their appointment to the Central Government and approval was received.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

During the year, the various Committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee were reconstituted and Corporate Social Responsibility Committee was constituted. The details of terms of reference of these committees have been given in the Corporate Governance Report.

DIRECTORS’RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at March 31,2016 and of the profit or loss of the Company for the year ended on that date;

(iii) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going, concern” basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. The Policy has been uploaded on the website of the Company.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

in pursuant to the provisions of the Companies Act, 2013, a Whistle Blower Policy and Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company.

PREVENTION OF INS1DERTRADING

In January 2015, SEBI notified the SEBl (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15,2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading and the same has been uploaded on the website of the Company.

AUDITORS

M/s. P. Srinivasan and Co., Chartered Accountants, Chennai, Statutory Auditors, retires at the close of this Annual General Meeting and are eligible for reappointment. The Company has received confirmation regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for appointment as the auditors of the company.

The Auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial

yea r 2016 -17. The necessary resolution is being placed before the shareholders for their approval.

SECRETARlAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/slakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as ANNEXURE -1 and forms an integral part of this Report. The observations made in the report are self explanatory.

COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company had appointed Mr.K.Suryanarayanan, Cost Accountant as Cost Auditor of the company to conduct audit of cost records made and maintained by thecompany.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annua! Return in Form MGT-9 is annexed herewith as ANNEXURE - II.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in ANNEXURE- III to this Report.

The particulars of employees are not applicable since there are no employees drawing remuneration more than Rs. 60,00,000/per annum (full year)or 5,00,000/-p.m. (part of the year).

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Companies Act, Details of dividends remaining unclaimed as on 31.03.2016 are as under:

Year	Date of declaration	No. of Shareholders	Total Unclaimed Dividend (Rs.)	Due date for transfer to 1EPF Account
2008-2009 to 2009 - 2010	No Dividend declared	N.A.
2010-2011	29.09.2011	729	60,868.80	05.11.2018
2011 -2012 to 2014-2015	No Dividend declared	N.A.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management’s Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company’s customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

BOJINGEN

Chairman and Managing Director

Place: Chennai

Date: 30th May, 2016

---

Mar 31, 2015

The Directors hereby present their 31st Annual Report along with Audited Financial Statements for the year ended March 31, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended Particulars March 31, 2015 March 31, 2014

Revenue from Operations

Gross 24,680.58 19,933.00

Net of Excise Duty 21,879.24 17,782.55

Other Income 12.65 23.26

(Loss) / Profit before Finance Costs & Depreciation and amortisation expense 658.16 (306.51)

Finance Costs 812.33 656.36

Loss before Depreciation and amortisation expense (154.17) (962.87)

Depreciation and amortisation expense 314.18 265.73

Loss before Tax (468.35) (1,228.60)

Tax expenses - Current Tax - -

- Deferred Tax (164.14) (380.88)

(164.14) (380.88)

Loss after Tax (304.21) (847.72)

Balance brought forward (1,247.75) (400.03)

Depreciation adjustment as per Companies Act, 2013 (18.57) -

Deficit carried forward (1,570.53) (1,247.75)

BUSINESS OPERATIONS

Sales Revenue grew by 23% over the previous year, with volume growth of 15% achieved. Engineering Plastic Compounds sourced from HQ Kingfa, achieved its full year of sales, whilst the sale of EP compounds produced by the Company clocked revenue for last quarter of the year.

The benefit of drop of Polypropylene prices during the last quarter did not last long, as the prices started rising sharply towards the end of the last quarter.

Detailed analysis of the Company's performance during the year is provided in Annexure to this report under Management's Discussion and Analysis Report.

DIVIDEND

The operations of the Company have resulted in a loss as explained in detail in the Management's Discussion and Analysis Report. Hence, your Directors regret that they are unable to recommend any dividend on the Equity Share Capital of the Company for the year under review.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 640.72 lacs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

OFFER FOR SALE BY PROMOTER

The Promoter, Kingfa Sci. & Tech. Co., Ltd., China in order to comply with the minimum public shareholding requirements of the listing agreement with Stock Exchanges had gone for Offer for Sale (OFS) of 5,00,000 Equity Shares on 16.12.2014 and had offloaded 2,58,930 Equity Shares (4.04%). A second Offer for Sale of 2,41,070 (3.76%) Equity Shares on 15.01.2015 was done and achieved successfully.

With the above two OFS's done, the promoter shareholding is now in compliance with the minimum public shareholding requirements of the listing agreement.

RIGHTS ISSUE OF EQUITY SHARES

The Company in order to augment resources for its long term funds requirement of the Company has proposed to go for Rights Issue of Equity Shares and intends to deploy the Issue Proceeds for Repayment of short term loans availed by the Company and Setting up of additional facilities at the existing locations. In this regard, the Company has filed draft letter of offer with SEBI and BSE Limited and awaiting its comments.

FINANCE

The Company's claim with the Government of Maharashtra for the Industrial Promotion Subsidy for its investment in Jejuri was approved during the year. The Company has received the refund of Electricity duty and is awaiting receipt of the VAT subsidy.

BIFR

Upon obtaining approval from the Shareholders at the Annual General Meeting held on 25th July, 2014, the Company had intimated Board for Industrial and Financial Reconstruction (BIFR) of the fact of erosion of more than 50% of the peak Net Worth. Subsequent status report of the steps undertaken have also been intimated.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees nor has made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria prescribed under Section 135 of the Companies Act 2013, hence the same is not applicable for the year under review.

ENVIRONMENT, HEALTH AND SAFETY

The facilities of the Company renewed their ISO 14001 and OHSAS 18001 certification.

Your Company's policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Reviews, training and tools are being provided for the personnel to improve overall efficiency.

DIRECTORS

Your Director, Mr.Wu Xiaohui retire by rotation and being eligible, offers himself for re-appointment.

The Board appointed Ms. Kamana Srikanth as an Additional Director - Non Executive Independent Director of the Company with effect from 13th February, 2015 for a period of 5 years subject to approval by the Shareholders at the ensuing Annual General Meeting.

Your Directors have re-appointed Mr.Bo Jingen as Managing Director and Mr.Wu Xiaohui as Whole-time Director of the Company at their Meeting held on 31st October, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

NUMBER OF MEETINGS OF THE BAORD

The details of the number of Meetings of the Board held during the Financial Year 2014 - 15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 March 31, 2015 and of the profit or loss of the Company for the year ended on that date;

(iii) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going concern" basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis.

SUBSIDIARY COMPANIES

The Company does not have subsidiary.

AUDITORS

M/s. P. Srinivasan and Co., Chartered Accountants, Chennai, Statutory Auditors, retire at the close of this Annual General Meeting and are eligible for reappointment. The Company has received confirmation regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for appointment as the auditors of the company.

As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2015 - 16. The necessary resolution is being placed before the shareholders for their approval.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s.Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as ANNEXURE - I and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE - II.

BUSINESS RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board.

STATUTORY INFORMATION

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in

ANNEXURE - III to this Report.

The particulars of employees are not applicable since there is no employee drawing remuneration more than Rs. 60,00,000/- per annum (full year) or Rs. 5,00,000/- p.m (part of the year).

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Companies Act. Details of dividends remaining unclaimed as on 31.03.2015 are as under :

Year Date of No. of Total Unclaimed Due date for transfer declaration Share holders Dividend (Rs.) to IEPF Account

2007 - 2008 (Final) 16.09.2008 563 54,161.50 22.10.2015

2008 - 2009 No Dividend declared N.A.

2009 - 2010 No Dividend declared N.A.

2010 - 2011 29.09.2011 730 60,928.80 05.11.2018

2011 - 2012 No Dividend declared N.A.

2012 - 2013 No Dividend declared N.A.

2013 - 2014 No Dividend declared N.A.

CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management's Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company's customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Place : Chennai N. SUBRAMANIAN BO JINGEN

Date : 28th May, 2015 Chairman of the Meeting Managing Director

---

Mar 31, 2013

The Directors hereby present their 29th Annual Report alongwith Audited Statement of Accounts of the Company for the year ended March 31'' 2013.

FINANCIAL RESULTS

(Rs.in Lacs)

Year Ended Year Ended Particulars March 31'' 2013 March 31'' 2012

Revenue from Operations

Gross 17''634.38 16''539.48

Net of Excise Duty 15''657.95 15''010.03

Other Income 83.63 14.36

Profit before Finance Costs &

Depreciation and amortisation expense 268.64 910.04

Finance Costs 697.12 655.61

(Loss) / Profit before Depreciation and amortisation expense (428.48) 254.43

Depreciation and amortisation expense 281.85 267.94

(Loss) / Profit before Tax (710.33) (13.51)

Tax expenses - Current Tax

- Deferred Tax (205.50) (16.00)

(205.50) (16.00)

(Loss) / Profit after Tax (504.83) 2.49

Balance brought forward 104.80 102.32

(Loss) / Profit available for Appropriation (400.03) 104.80

Appropriations:

Transfers to General Reserve

Special General Reserve

Proposed Dividend

On Equity Shares

Tax on distributable profits

(Deficit) / Surplus carried forward (400.03) 104.80

(400.03) 104.80





BUSINESS OPERATIONS

Revenue from Operations grew moderately by 4% over the previous year'' though volumes remain flat. The year witnessed continued turbulence on the business front with inflation continuing to rule high'' leading to high interest rates and dampened consumer enthusiasm to buy automobiles.

Your Company had to continue facing the challenges of a sustained high inflation on input prices. The high input costs'' in the context of resistance from customers to adequate compensation'' led to erosion in margins.

As indicated in the last year''s report'' your company has completed the compounding facility at Manesar to cater to the requirements of the Northern market'' with an initial capacity of 6000 MTPA. This facility was commissioned in March 2013 and is expected to contribute to growth of the company during the current year.

The Pultrusion division has been only achieving marginal performance during the recent years and hence it was decided to close down operations of this division.

As part of realignment of capacity'' it was decided to curtail production at Pudukkottai. Consequently it was decided to sell the two Wind Mills which the Company had established. The proceeds from the sale were utilised for funding the Manesar facility and into operations.

Detailed analysis of the Company''s performance during the year is provided in Annexure - F to this Report.

DIVIDEND

Due to the adverse business environment'' the operations of the Company have resulted in a net loss as explained in detail in the Management''s Discussion and Analysis Report. In order to conserve resources'' your Directors regret that they are unable to recommend any dividend on the Equity Share Capital of the Company for the year under review.

ENVIRONMENT'' HEALTH AND SAFETY

The facilities of the Company renewed their ISO 14001 and OHSAS 18001 certification.

Your Company''s policy require the conduct of all operations in such a manner so as to ensure safety of all concerned'' compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

EMPLOYEE RELATIONS

Industrial relations remained cordial during the year. A new three year wage pact'' upon expiry of the earlier agreement was signed with the workmen of the Puducherry plant.

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Technical and Safety training programmes are given periodically to workers.

PART II - CORPORATE MATTERS

CORPORATE GOVERNANCE

Your Company continues to be committed to governance aligned with good management practices.

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges'' a detailed report on Corporate Governance is set out in Annexure - B to this Report.

The Statutory Auditors of the Company have examined the Company''s compliance and have certified the same'' as required under SEBI Guidelines. Such certificate is reproduced in Annexure - C to this Report.

The Whole Time Director and CFO certification is given in Annexure - D to this Report.

A Statement of General Business Principles is given in Annexure - E to this Report.

A separate Management''s Discussion and Analysis Report on the Company''s performance is given in Annexure - F to this Report.

A Declaration by Mr.S.K.Subramanyan (Whole-time Director) with regard to compliance of Company''s Code of Conduct by the Board Members and Senior Management Personnel is furnished as Annexure - G to this Report.

The Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act'' 1956 is furnished in Annexure - H to this Report.

CHANGE IN MANAGEMENT CONTROL

The Promoters of the Company have informed the Board that they have entered into a Share Purchase Agreement with M/s. Kingfa Sci. & Tech. Co.'' Ltd.'' Guangzhou'' China'' for transfer of their shareholding in the Company.

This process will be completed after necessary approvals are obtained.

The Board of Directors have considered this communication and taken note of the development.

The Board feels that it will be in the best interests of the Company'' its Shareholders and the Employees if a strategic global player from the Industry is inducted into the Company.

DIRECTORS

Mr.Narayan Sethuramon'' Director resigned from the Board with effect from 23rd July'' 2012. The Board wishes to place on record its appreciation of the valuable services rendered by him during his tenure in office both in the Executive and Non Executive roles.

Your Directors'' Mr…… and Mr…… retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible'' offer themselves for re-appointment. - To be finalised (Refer Addendum to Directors'' Report in Page No.7).

The necessary resolutions in this regard are being placed before the Shareholders for their approval.

AUDITORS

The Auditors of the Company'' M/s. P. Srinivasan and Co.'' Chartered Accountants'' Chennai hold office until the conclusion of the Annual General Meeting and have given their consent for re-appointment. The Company has received confirmation that their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act'' 1956. The necessary resolution is being placed before the shareholders for their approval.

COST AUDITOR

Your Company has come under the purview of The Companies (Cost Audit Report) Rules'' 2011 and is required to conduct an audit of the cost records'' by a Cost Accountant. In requirement of this'' the Company has appointed P. Raju Iyer'' M.Pandurangan & Associates'' Cost Accountants'' Chennai as the Cost Auditors for the audit of Cost records for the year ended 31st March 2013.

The Company has duly filed the Cost Compliance Report for the year ended 31st March 2012.

STATUTORY INFORMATION

The provisions of Section 217(2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees) Rules'' 1975'' as amended'' are not applicable since there is no employee drawing remuneration more than Rs. 60''00''000/- per annum (full year) or Rs. 5''00''000/- p.m (part of the year).

Particulars required under Section 217(1)(e) of the said Act relating to Energy Conservation'' Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in a separate statement annexed to and forming part of this Report as

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act'' 1956.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company''s customers'' vendors'' bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism'' commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Place : Chennai V. SRINIVASAN MURALI VENKATRAMAN

Date : 21st May'' 2013 Chairman of the Meeting Vice - Chairman

---

Mar 31, 2012

The Directors hereby present their 28th Annual Report along with Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended Particulars March 31, 2012 March 31, 2011

Revenue from Operations

Gross 16,539.48 15,468.06

Net of Excise Duty 15,010.03 14,011.62

Other Income 14.36 12.14

Profit before Finance Costs &

Depreciation and amortization expense 910.04 864.98

Finance Costs 655.61 465.09 Profit before Depreciation and

amortization expense 254.43 399.89

Depreciation and amortization expense 267.94 269.09

Profit / (Loss) before Tax (13.51) 130.80

Taxation- Current Tax - 32.00

- Deferred Tax (16.00) (6.00)

(16.00) --26.00

Profit after Tax 2.49 104.80

Balance brought forward 102.32 144.84

Profit available for Appropriation 104.80 249.64

Appropriations:

Transfers to

General Reserve - 100.00

Special General Reserve - 2.50

Proposed Dividend

On Equity Shares - 38.44

Tax on distributable profits - 6.38

- 147.32

Surplus carried forward 104.80 102.32

104.80 249.64

BUSINESS OPERATIONS

Revenue from operations recorded an increase of 7% over the previous year, though volumes remained flat. The year witnessed a turbulent business environment that moderated growth. The year started with optimism but as it progressed there were challenges with inflation, decelerating growth and worsening investment climate which adversely impacted consumer sentiments. The global economic environment was confronted with geo-political instability, Euro zone crisis, fluctuating global commodity prices etc.

Your Company had to deal with the challenges of a sharp depreciation of the Indian Rupee during the year coupled with a sharp increase in the prices of polypropylene during the last quarter. This has to be viewed in the context of extreme resistance from Customers to price revisions.

The financial statements have been prepared in compliance with the revised Schedule VI guidelines, notified by the Ministry of Corporate Affairs. Therefore, the previous year's figure have been regrouped / recast wherever necessary.

The Pultrusion Division continues to face the challenges of declining prices during the year due to surplus capacity pressures which resulted in a lower performance as compared to the previous year.

Detailed analysis of the Company's performance during the year is provided in Annexure - E to this Report.

DIVIDEND

During the year under review, the operations of the Company were impacted for various reasons as explained under the head 'Business Operations'. In view of the adverse financial results and to conserve resources for future growth, your Directors have not recommended any dividend on the Equity Shares for the year under review.

EXPANSION PLANS

Your Company had embarked on a aggressive market development strategy to increase the share of its business in the automotive segment and we hope to see the benefit of these initiatives in the current year.

With this market dynamics, a capacity balancing needs to be implemented in order to serve the existing customers and new entrants in a much more efficient manner. Hence, your Company had decided to put up a new facility at Manesar in the State of Haryana. This facility will have an initial capacity of 3000 TPA.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company's policy require the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

EMPLOYEE RELATIONS

Various HR initiatives are continuously taken to align the HR policies to the growing requirements of the business. Your Company has a structured induction process at all locations and Management Development Programmes to upgrade skills of Managers. Technical and Safety training programmes are given periodically to workers. Industrial relations remained generally cordial.

PART II - CORPORATE MATTERS CORPORATE GOVERNANCE

Your Company continues to be committed to Governance aligned with good management practices.

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is set out in Annexure - B to this Report.

The Statutory Auditors of the Company have examined the Company's compliance and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced in Annexure - C to this Report.

The Whole Time Director and CFO certification is given in Annexure - D to this Report.

A separate Management Discussion and Analysis Report on the Company's performance is given in Annexure - E to this Report.

A Declaration by Mr.S.K.Subramanyan (Whole-time Director) with regard to compliance of Company's Code of Conduct by the Board Members and Senior Management Personnel is furnished as Annexure - F to this Report.

The Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is furnished in Annexure - G to this Report.

DIRECTORS

Your Directors, Mr.Dinshaw K Parakh and Mr.Narayan Sethuramon retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The term of Office of Mr.S.K.Subramanyan as Whole Time Director [Director (Finance & Administration) & Company Secretary] expires on 30th September 2012. The Board has recommended his re-appointment for a further period of three years.

The necessary resolutions in this regard are being placed before the Shareholders for their approval.

AUDITORS

The Auditors of the Company, M/s. P. Srinivasan and Co., Chartered Accountants, Chennai hold office until the conclusion of the Annual General Meeting and have given their consent for re-appointment. The Company has received confirmation that their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for their approval.

STATUTORY INFORMATION

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not applicable since there is no employee drawing remuneration more than Rs. 60,00,000/- per annum (full year) or Rs. 5,00,000/-p.m (part of the year).

Particulars required under Section 217(1)(e) of the said Act relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in a separate statement annexed to and forming part of this Report as Annexure - A.

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Section 205C of the Companies Act, 1956. Details of dividends remaining unclaimed as on 31.03.2012 are as under :

Year Date of No. of Total Unclaimed Due date for transfer decla ration Share holders Dividend ( Rs.) to IEPF Account

2004 - 2005 28.09.2005 82 74,304.00 08.10.2012

2005 - 2006 18.09.2006 46 32,040.00 28.09.2013

2006 - 2007 13.09.2007 515 1,60,553.00 20.10.2014

2007 - 2008 (Interim) 31.01.2008 568 41,224.00 08.03.2015

2007 - 2008 (Final) 16.09.2008 569 54,305.70 22.10.2015

2008 - 2009 No Dividend declared N.A.

2009 - 2010 No Dividend declared N.A.

2010 - 2011 29.09.2011 738 62,827.20 05.11.2018

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Company's customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Place : Chennai V.THIRUPATHI MURALI VENKATRAMAN

Date :4th June, 2012 Chairman of the Meeting Vice - Chairman

---

Mar 31, 2010

The Directors hereby present their 26th Annual Report alongwith Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS





(Rs. in 000s)

Year Ended Year Ended

Particulars

March 31, 2010 March 31, 2009

Income from Operations

Gross 1,185,159 1,337,835

Net of Excise Duty 1,092,150 1,183,322

Other Income 3,577 3,572

Profit before Interest &

Depreciation 71,142 42,958

Interest 47,526 48,298

Profit/(Loss) before

Depreciation 23,616 (5,340)

Depreciation 25,768 20,565

Profit/(Loss) before tax (2,152) (25,904)

Taxation - Current Tax - 660

- Deferred Tax (Asset) (2,000) (8,235)

(2,000) (7,575)

Profit/(Loss) after Tax (152) (18,329)

Balance brought forward 15,668 34,149

Profit available for

Appropriation 15,516 15,820

Appropriations:

Transfers to

General Reserve - -

Special General Reserve - -

Capital Redemption Reserve 1,032 152

Dividends

On Equity Shares - -

Tax on distributable profits - -

1,032 152

Surplus carried forward 14,484 15,668

15,516 15,820



BUSINESS OPERATIONS

Your company had to deal with some significant challenges during the year including sluggish demand in the first half, volatility in the Polymer prices and receivables pile up leading to liquidity issues. The total Sales Revenue dipped 10% during the year inspite of a marginal overall increase in volumes.

Your company took multiple steps to tackle these issues which has resulted in a considerable improvement in margins even with a stagnant topline. The new unit at Jejuri (Near Pune) commissioned last year was operating at almost full capacity on a consistent basis.

The Pultrusion Division expanded its product portfolio with solutions for new applications and this helped to improve the performance of the division.

DIVIDEND

In view of the difficult business environment during the first half of 2009 - 2010, the Operations of the Company have resulted in a net loss as explained in detail in the Management Discussion and Analysis Report. Further the outlook for the current year is viewed with cautious optimism and hence your Directors after careful consideration have decided as a matter of prudence, defer the dividend for the year under consideration.

RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ENERGY CONSERVATION ETC.

Your company has established a dedicated State of the art Application Development Centre at Puducherry . This centre boasts of some of the latest Equipments to test sophisticated parameters of plastic parts used by the compounders and the Automotive OEMs. Your company is seeking accredition by NABL to this centre.

The centre successfully developed compounds to meet the stringent specifications of the OEMs, besides developing cost effective formulations with alternate materials to deal with instability in the supply chain.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange are furnished in Annexure - A to this Report.

PART II - CORPORATE MATTERS

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is set out in Annexure - B to this Report.

The Statutory Auditors of the Company have examined the Companys compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced in Annexure - C to this Report. The Whole Time Director and CFO certification is given in Annexure - D to this Report. A separate Management Discussion and Analysis Report on the Companys performance is given in Annexure - E to this Report.

A Declaration by Mr.S.K.Subramanyan (Whole-time Director) with regard to compliance of Companys Code of Conduct by the Board Members and Senior Management Personnel is furnished as Annexure - F to this Report.

The Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is furnished in Annexure - G to this Report.

COMPLETION OF BUYBACK OF EQUITY SHARES

The buy-back of equity shares which commenced on 26th February, 2009 has been closed on 15th September, 2009. A total of 1,18,425 equity shares of Rs.10/- each were bought back from the public Shareholders under the offer and the said shares were also extinguished. The amount invested in the buy back is about Rs.4 million.

EMPLOYEE RELATIONS

Relations between the Employees and the Management continued to be cordial during the year under review.

A fresh Long Term settlement was entered into between the Management and the Workmen of the Puducherry plant.

Since there are no employees who would come under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, such particulars are not provided.

DIRECTORS

Yours Directors, Mr.V.Thirupathi, Mr.V.Srinivasan and Mr.Babulal M.Varma retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment. However, Mr.Babulal M.Varma has expressed his intention not to seek re-election.

The necessary resolutions in this regard are being placed before the Shareholders for their approval.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

AUDITORS

The Auditors of the Company, M/s. P. Srinivasan and Co., Chartered Accountants, Chennai hold office until the conclusion of the Annual General Meeting and have given their consent for re-appointment. The Company has received confirmation that their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for their approval.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the continued support and co-operation from your Companys customers, vendors, bankers and all other stakeholders. Your Company will continue to build and maintain strong links with its business partners.

The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.



For and on behalf of the Board of Directors

BABULAL M. VARMA MURALI VENKATRAMAN

Chairman of the Meeting

Vice-Chairman

Place : Chennai

Date : 28th July, 2010