Directors Report of Kunststoffe Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 38th Annual Report and Audited Financial Statements of the
Company for the year ended 31st March, 2024. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS:

('' In Lacs)

Particulars	2023-24	2022-23
Net Sales	1337.49	1253.69
Other Income	51.30	36.18
Total Income	1388.79	1289.87
Expenses
Operating Expenditure	877.20	770.51
Changes in inventories of finished goods and work-in-process and stock-in-trade	(21.35)	(4.42)
Employee benefits expenses	172.29	134.16
Depreciation and amortization expense	13.17	11.74
Other expenses	171.76	198.70
Profit / (loss) from operations before extra-ordinary/exceptional items and tax	175.73	179.17
Exceptional Items	0.00	1.15
Tax Expense: Current Tax	42.53	42.50
Deferred tax (credit) /charge	24.45	1.67
lncome-Tax of Earlier Year	(0.40)	(1.20)
Net Profit / (toss) for the period	109.16	137.36

OPERATIONS

During the current year, gross receipts of the Company was '' 1388.79 lacs against '' 1289.87 lacs of the
previous year, depreciation amounted to '' 13.17 lacs (against '' 11.74 lacs in last year) and Net Profit is
'' 109.16 lacs as against 137.36 lacs in last year.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF
THIS REPORT:

No material changes and commitments have occurred after the closure of the Financial Year 2023-2024 till
the date of this Report, which would affect the financial position of your Company.

We hope with constant monitoring, your Company will be able to achieve better revenue in next year.

DIVIDEND

The Board of Directors after considering various factors including expansion and to conserve resources, has
deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March,
2024.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General
Reserve for the Financial Year ended March 31, 2024.

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2024 was '' 6,89,00,000 divided into
68,90,000 Equity shares having face value of '' 10 each. During the year under review, the Company has
not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock
Option Scheme.

The promoter namely Bharat Capital and Holdings Limited sold its entire shareholding i.e. 10,08,088 equity
shares through Off Market Sale in the month of May, 2023.

As on 31st March, 2024, the existing shares held by promoters were 20,26,651 equity shares constituting
29.41% of total share capital and the existing shares held by public were 48,63,349 equity shares constituting
70.59% of total share capital of the company.

CHANGE IN REGISTERED OFICE OF THE COMPANY:

The Company, after receiving the approval from Regional Director and Registrar of Companies, Mumbai,
has shifted its registered office from State of Maharashtra to the Union Territory of Daman and Diu w.e.f.
24th November, 2023.

The new Registered Office of the Company is Airport Road, Kadaiya Village, Nani Daman, Daman and Diu,
India, 396210.

HEALTH, SAFETY AND ENVIRONMENT

Top priority continues to be given to environmental protection for all the units of the Company by keeping
emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the
Company including Buildings, Plant & Machineries, Stocks and other assets.

The report on Management''s Discussion and Analysis includes observations on health, safety and
environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Act is not applicable.

LISTING OF SECURITIES AND FEES

The Company''s Equity Shares are listed on Bombay Stock Exchange Ltd. Your company has already paid
Listing Fees for the financial year 2023-2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ECHANGE EARNINGS AND
OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are set out as follows.

A. INFORMATION OF CONSERVATION ENERGY

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the
Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of
the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the
Company has deputed their engineers for training at the collaborator''s plant. The engineers have been
trained in process control, production, maintenance and other technology aspects. The Company has
absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require
much less raw material than any comparable product. This has enabled the Company to produce pipes
and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for
chemicals etc.

INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO

During the year under review your Company has neither spent any amount in foreign exchange nor earned
any amount in foreign exchange.

SEGMENT REPORTING

Your Company''s main business is "Polymer Processing" and all other activities of the company revolve
around this main business. As such there are no separate reportable segments within the Company and
hence, the segment wise reporting as defined in Ind AS 108 - Operating Segments (Accounting Standards
17) is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any subsidiary, joint ventures or associate companies.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of your Company during the Financial Year ended 31st
March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between
the end of the Financial Year of the Company i.e. 31st March, 2024.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the
provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEB] (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Therefore, taking Auditors Certificate on Corporate Governance as required under Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/
W100760) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years
from the conclusion of the 33rd Annual General Meeting (AGM) held on 24th September, 2019 until the
conclusion of this AGM of the Company.

On expiry of their first term, the board recommends the ordinary resolution for re-appointment of M/s Akshay
Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/W100760)
for the second consecutive term of five years, from the conclusion of this 38th Annual General Meeting till
the conclusion of the 43rd Annual General Meeting to be held in the year 2029 to examine and audit the
accounts of the Company.

Further, the Auditors'' Report for FY 2023-2024 is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma,
Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of
the Company. The Company has annexed to this Board''s Report as Annexure III, a Secretarial Audit Report
for the Financial Year 2023-2024 given by the Secretarial Auditor. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 read with SEBI circular no: CIR/ CFD/CMD1/27/2019 dated
08th February, 2019, BSE circular no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no
LIST/COMP/12/2019-20 dated 14May, 2019 is not applicable to the Company due to exemption under
Regulation 15(2) of SEBI (LODR) Regulations, 2015.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

Including criteria for determining qualification, positive attributes, and independence of a Director, policy
relating to remuneration for Directors, Key Managerial Personnel and other employees.

Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is
that -

• There has never been union since incorporation and is not likely to be there in view of cordial relation
with workers. As such the Board felt that there is no need to form policy for unionized workers.

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is
industry driven in which it is operating taking into account the performance leverage and factors such
as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and
Rules framed therein, circulars and guidelines issued by Central Government and other authorities from
time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its
committees and individual directors. The results of the evaluation are satisfactory and adequate and meet
the requirement of the Company.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 523594), where its
securities are listed.

MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT

Managements'' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming
part of the Director''s Report.

KEY MANAGERIAL PERSONNEL:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

(a) Mrs. Soniya P. Sheth - Managing Director

(b) Ms. Unnati P Sheth - Chief Financial Officer

(c) Ms. Padmini Ravindran - Company Secretary

DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of Section
149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive,
Non-Executive and Independent Directors.

The Board of Directors comprises of 4 Members, consisting of One Managing Director, Two Non-Executive
& Independent Directors and One Non-Executive Non-Independent as on 31st March, 2024.

RETIREMENT BY ROTATION:

In terms of Section 152 of the Act, Mr Pravin V. Sheth retires by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible, has offered for his reappointment.

Mr. Pravin V. Sheth has consented to act as a director and is not disqualified from being re-appointed as
Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not
debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.
He is spouse of Mrs. Soniya P Sheth hence they are related to each other.

Appointment/Re-appointment/Cessation

During the year, Mr. Pravin V. Sheth and Mr. Bhadresh Shah were appointed as Additional Non-Executive
Directors of the Company and regularized as Non-Executive Director in the AGM held in year 2023.

Mr. Sacariah Chacko has resigned from the post of director w.e.f. 12th August, 2023 and Mr. Ujjwalkumar
Jha has resigned from the post of director w.e.f. 18th October, 2023.

The board of directors at its meeting held on 17th May, 2024 proposed the reappointment of Mrs. Soniya
P Sheth as Managing Director for the period of five years for the approval of shareholders of the company.
The terms and conditions for reappointment and remuneration details are mentioned in the explanatory
statement which forms the part of notice.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing
Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity
and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs,
Manesar (“IICA”).

The Independent Directors are also required to undertake online proficiency self-assessment test conducted
by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they
meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency
self-assessment test.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the
basis of explanation and compliance certificate given by the executives of the Company, and subject to
disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the
Company from time to time, we state as under:

• That in the preparation of the accounts for the financial period ended 31st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

• That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss of the Company
for the period under review;

• That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts for the financial period ended 31st March, 2024
on a ''going concern'' basis.

• The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

• The Directors have devised proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration
Committee to formulate a process for effective evaluation of the performance of Individual Directors,
Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia,
include performance of the Board on deciding long term strategies, rating the composition and mix of Board
members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting,
attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement
with senior management etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual evaluation of its own performance and that of its Committees as well as performance of all
the Directors individually.

The performance evaluation of Committees was based on criteria such as structure and composition of
Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned
to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated
at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and
Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees,
effectiveness of the Committee''s recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee
(“GNRC”) of the Board to evaluate the performance of Individual Directors. The performance evaluation of
the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The
performance evaluation of the Chairman of the Board was also carried out by the Independent Directors,
taking into account the views of the Executive Directors and Non-Executive Directors. The performance
evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other
Directors.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, Five (5) Board Meetings were held and the requisite
Quorum was present. The interval between two meetings was well within the maximum period mentioned
under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board meeting was held on the following dates:

1. 25th May, 2023

2. 12th August, 2023

3. 18th October, 2023

4. 03rd November, 2023

5. 05th February, 2024

MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company often meet before the Board Meetings without the presence of
the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial
Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to
discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board
as a whole, review the performance of the Chairman of the Company (taking into account the views of the
Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

The Board usually met once in the start of financial year, the details of which are given in the Corporate
Governance Report forming part of the Annual Report. The maximum interval between any two meetings
did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS

The Board of Directors has constituted Board Committees to deal with specific areas and activities which
concern the Company and requires a closer review. The Board Committees are formed with the approval
of the Board and function under their respective Charters. These committees play an important role in the
overall management of day-to-day affairs and governance of the Company. The Board Committees meet at
regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the
Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee.

A. Audit Committee

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the
companies Act, 2013 read with the Rules issued there under and Regulation18 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

The composition of the Audit Committee as on 31st March, 2024 and number of meetings attended by
the members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Bhadresh Shah	Non-Executive - Independent Director, Chairperson	4	4
Rajender J. Sharma	Non-Executive - Independent Director, Member	4	4
Pravin Sheth	Non-Executive - Non Independent Director, Member	4	4

During the year, Four (4) Audit Committee meetings were held on the following dates:

1. 24th May, 2023

2. 11th August, 2023

3. 02nd November, 2023

4. 04th February, 2024

All the recommendations made by the Audit Committee were accepted by the board.

B. Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the
requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted
Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to

the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013. The composition
of the Nomination and Remuneration Committee as on 31st March, 2024 and number of meetings
attended by the Members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Bhadresh Shah	Non-Executive - Independent Director, Chairperson	4	4
Rajender J. Sharma	Non-Executive - Independent Director, Member	4	4
Pravin Sheth	Non-Executive - Non Independent Director, Member	4	4

During the year, Four (4) Nomination and Remuneration Committee meetings were held on the following
dates:

1. 24th May, 2023

2. 11th August, 2023

3. 02nd November, 2023

4. 04th February, 2024

C. Stakeholder Relationship Committee

The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the
provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks
after Shareholders''/Investors'' Grievance like redressal of complaints of investors such as transfer or
credit of shares, non-receipt of dividend/notices/annual reports etc.

The composition of the Stakeholder Relationship Committee as on 31st March, 2024 and number of
meetings attended by the Members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Bhadresh Shah	Non-Executive - Independent Director, Chairperson	4	4
Rajender J. Sharma	Non-Executive - Independent Director, Member	4	4
Pravin Sheth	Non-Executive - Non Independent Director, Member	4	4

During the year, Four (4) Stakeholder Realtionships Committee meetings were held on the following
dates:

1. 24th May, 2023

2. 11th August, 2023

3. 02nd November, 2023

4. 04th February, 2024

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the Company. Also
SS-3 “Dividend” is duly compliedby the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There was no Material Related party transaction(s) made with the Company''s promoters, Directors, Key
Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the
Board is uploaded on the Company''s website: www.kunststoffeindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2023-2024 by the Company,
were in its ordinary course of business and on arm''s length basis FORM AOC- 2 is not applicable to the
Company.However the same are provided in the financial statement forming part of this annual report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

There is no Loan given, investment made, guarantees given and securities provided by the Company to any
entity under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Controls System. The Internal Financial Controls with
reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT

The Company has laid down a well defined risk management policy. The Board periodically reviews the
risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Company''s management systems, organizational structures,
processes, standards, code of conduct and behaviors that governs how the Group conducts the business of
the Company and manages associated risks.

The constitution of Risk Management Committee is not mandatory for your Company as per provisions of
Regulation 21 of LODR as it is applicable to the Top 1000 listed entities.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing
Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company.

Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a
letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle
blower policy may be accessed on the Company''s website at the link: www.kunststoffeindia.com

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees are set out in a separate statement attached
herewith and forming part of the report. (Annexure-I)

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act,
2013 are not applicable to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024
is available on the Company''s website: www.kunststoffeindia.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names
and other particulars of the employees drawing remuneration in excess of the limits set out in the said
rules should be provided in the Annual Reports. None of the Company''s employees were covered by the
disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not provided in the Annual Report but will be provided to shareholders on asking for the same.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the Company during working hours and any
member interested in obtaining such information may write to the Company Secretary and the same will be
furnished on request. The full Annual Report including the aforesaid information is being sent electronically
to all those members who have registered their email addresses and is available on the Company''s website.

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

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is
in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“Act”). The POSH Policy of the Company is available on the website of the
Company.

During the fiscal year under review, no complaints alleging sexual harassment were filed. No complaints are
pending inquiry as of 31st March, 2024.

DEPOSITORY SYSTEM

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange
Board of India (SEBI) from 30th October, 2000. As on 31st March, 2024, about 79.82% shareholding
representing 54,99,409 Equity Shares of the Company have been dematerialized. Your Company has
executed agreements with both NSDL and CDSL for demat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS

During the year there were no inter-se transfer of shares among promoters which is carried out in compliance
with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.

CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company
have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal
Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is
annexed to this Directors'' Report.

OTHER DISCLOSURES

1. 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; and

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future.

5. 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 the Act and Rules framed
thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Yours directors place on record their deep appreciation of the continued support received from shareholders
and bankers.

On behalf of the Board
For Kunststoffe Industries Limited

Soniya P. Sheth Pravin V. Sheth

Managing Director Director

DIN: 02658794 DIN: 00138797

Place: Mumbai
Date: 13th August, 2024

Registered Office:

Air Port Road,

Kadaiya, Nani Daman
Daman (U.T.) 396 210
CIN: L65910DD1985PLC010032
E-mail: [e-mail]
Website: www.kunststoffeindia.com

---

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 30thAnnual Report and Audited Financial Statements of theCompany for the year ended 31st March 2016. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

	2015-16	2014-15
Sales & other receipts	242.18	156.73
Gross Profit/(Loss) before depreciations	151.22	74.11
Less : Depreciation	105.22	0.10
Profit(Loss) from regular Activities	6.47	42.75
Extraordinary items	0	(14.15)
Profit /(Loss)before and After taxation	6.47	28.60
Add: Balance carried from earlier year	(3876.06)	(3904.66)
Balance carried forward to next year	(3869.60)	(3876.06)

OPERATIONS:

During the year the sales turnover of the Company was Rs. 242.18 lakhs against Rs.156.73 lakhs the sales of the previous year. Due to paucity of working capital facilities from Banks as Company was under rehabilitation process by BIFR, the company is doing only job-work. The rehabilitation scheme has been approved by the BIFR and the rehabilitation process has progressed well.

DIVIDEND:

In view of past losses, your directors are unable to recommend payment of any dividend for the year under review. COURSE OF BUSINESS AND OUTLOOK

The Management''s Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is forming a part of this report and gives the state of affairs of the business of the Company. The performance of your Company improved in line with the business engineering work undertaken in the previous year.

HEALTH, SAFETY AND ENVIRONMENT

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

The report on Management''s Discussion and Analysis includes observations on health, safety and environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ECHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborator''s plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.

INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has not spent on foreign travel and on import of raw material. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company''s main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2016. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2016 and the date of this Directors'' Report i.e. 4th August, 2016.

CORPORATE GOVERNANCE

Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. As per Clause ''C'' of Schedule V on Annual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. In future, the Company intends to implement the non-mandatory recommendations, as prescribed in Code of Corporate Governance.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Soniya P. Sheth retires by rotation and being eligible offers herself for reappointment. Mr. Rajender Sharma has been appointed as additional Director of the Company w.e.f. 01/08/2015. The Company has received a notice in writing from a member proposing his candidature for appointment as an Independent Director. Your Directors recommend that re-appointment of Mr. Rajender Sharma as Independent Director will be in the interest of the Company.

During the year, the Board has noted the appointment of Ms. Soniya P. Sheth as Managing Director and appointment of Mr. Rajender Sharma as Independent Directors of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and the same has been taken on record by the Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(1)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the accounts for the financial period ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2016 on a ''going concern'' basis.

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

- The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

All the recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There was no Material Related party transaction(s) made with the Company''s promoters, Directors, Key Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website: www.kunststoffeindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2015-16 by the Company, were in its ordinary course of business and on arm''s length basis FORM AOC- 2 is not applicable to the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

There is no Loan given, investment made, guarantees given and securities provided by the Company to any entity under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Controls System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT

During the year, Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link:www.kunststoffeindia.com.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act, 2013 read along with Rule 12 of the Companies ((Management & Administration) Rules 2014, an extract of Annual Return as of 31st March 2016 in Form No. MGT-9 is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Company''s employees were covered by the disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure I.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

DEPOSITORY SYSTEM:

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2016, about 76.00 % share holding representing 5242273 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

AUDITORS AND AUDITORS'' REPORT:

The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai, is eligible for re-appointment and has indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The company has received letter from auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

The notes on financial statement referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read along with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Kala Agarwal, Company Secretaries (CP No. 5356) as Secretarial Auditor, for the year ending 31st march, 2016. The Secretarial Audit Report contains Qualifications, Reservation and explanations which are self explanatory.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st march, 2016 and the same is set out in "Annexure III, forming part of this Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders and bankers.

On behalf of the Board

For Kunststoffe Industries Limited

Soniya P. Sheth

Place: Mumbai Managing Director

Date: 4th August, 2016

Registered Office:

Kiran Building,

128, Bhaudaji Road,

Matunga (East),

Mumbai - 400 019

CIN: L65910MH1985PLC037998

---

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 29th Annual Report of the Company alongwith the audited statements of Accounts for the year ended 31st March, 2015. The summarised financial results are given below:

SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

2014-15 2013-14

Sales & other receipts 156.73 158.42

Gross Profit/(Loss) before depreciations 74.11 23.60

Less : Depreciation 0.10 67.06

Profit(Loss) from regular Activities 42.75 25.44

Extraordinary items 14.15 0.03

Profit /(Loss)before and After taxation 28.60 25.47

Add: Balance carried from earlier year (3904.66) (3904.13)

Balance carried forward to next year (3876.06) (3904.66)

OPERATIONS:

During the year the sales turnover of the Company was Rs.156.73 lakhs against Rs.158.42 lakhs the sales of the previous year. Due to paucity of working capital facilities from Banks as Company was under rehabilitation process by BIFR, the company is doing only job-work. Once the rehabilitation scheme is approved your company could market directly and the profitability and prospects will improve.

REFERENCE TO BIFR:

Pursuant to an order dated 18-01-2007 of the Hon'ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. As per Rehabilitation Scheme approved by the BIFR vide its order dated 8th March 2013 (dispatched on 15th March 2013) the paid up capital of the company has been derated by 60% i.e. from 1185 lacs to 474 lacs. Further the company has made preferential allotment of 21,50,000 shares of Rs.10/- to promoters & their group and strategic Investor M/s. Gayatri Pipes & Fittings Pvt. Ltd.

DIVIDEND:

In view of past losses, your directors are unable to recommend payment of any dividend for the year under review.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.

ENVIRONMENTAL PROTECTION AND INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

ADDITIONAL INFORMATION

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborator's plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.

INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has not spent on foreign travel and on import of raw material.

CORPORATE GOVERNANCE

Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. Infuture, the Company intends to implement the non-mandatory recommendations, as prescribed in Code of Corporate Governance.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchange and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

* Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

* Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

* For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. C. Asnotkar retires by rotation and being eligible offers himself for reappointment. Mr. Rajender Sharma has been appointed as additional Director of the Company w.e.f. 01/08/2015. The Company has received a notice in writing from a member proposing his candidature for appointment as an Independent Director. Your Directors recommend that re-appoinment of Mr. S.C. Asnotkar & Mr. Rajender Sharma as Independent Director will be in the interest of the Company.

During the year, the Board has noted the appointment of Mrs. Soniya P Sheth as Managing Director and appointment of Mr. S.C. Asnotkar & Mr. Rajender Sharma as Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

During the year Ms. PadminiRavindran has been appointed as Company Secretary w.e.f. 01/09/2014 and Ms. Dhwani P Sheth as Chief Financial Officer of the Company w.e.f. 30/03/2015 to comply with the provisions of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

* That in the preparation of the accounts for the financial period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the annual accounts for the financial period ended 31st March, 2015 on a 'going concern' basis.

* The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

* The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

Eight meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

All the recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

There is no Loan given, investment made, guarantees given and securities provided by the Company to any entity under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

During the year, Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link:

CORPORATE SOCIAL RESPONSIBILITY:

The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Company's employees were covered by the disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure I.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

AUDITORS AND AUDITORS' REPORT:

The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The company has received letter from auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Company has received intimation from statutory auditor M/s. P M. Turakhia & Associates, Chartered Accountants (Registration No. 111086W), about their unwillingness for re-appointment as statutory auditor of the Company for the coming Financial Year at ensuing AGM due to regulatory requirement.

In terms of Sec.139(2) of the Companies Act, 2013, No auditor shall be appointed for more than two terms of five consecutive years. Further provided that every company existing on or before the commencement of this Act which is required to comply with provision of this sub-section shall comply with this requirement within three years from the date of commencement of this Act.

M/s. P M. Turakhia & Associates, Chartered Accountants (Registration No. 111086W) have already completed the above mentioned tenure hence shown their unwillingness to continue as statutory auditor for the coming financial year. Since the Company has M/s A. V. Jobanputra & Company Chartered Accountant (Registration No. 104314W) as statutory Auditors, it does not require to fill vacancy caused by other Auditors M/s P M. Turakhia & Associates.

The notes on financial statement referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation. The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Sarita Lakhotiya & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith and forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DEPOSITORY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2015, about 75.78 % share holding representing 5221129 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreements) the Cash Flow Statement for the year ended 31.03.2015 is annexed to the Accounts.

ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders and bankers.

On behalf of the Board For Kunststoffe Industries Limited

Soniya P. Sheth Managing Director

Place: Mumbai Date: 30th July, 2015

Registered Office: Kiran Building, 128, Bhaudaji Road, Matunga (East), Mumbai - 400 019 CIN: L65910MH1985PLC037998 e-mail:[e-mail]

---

Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 28th Annual Report of the Company along with the audited statements of Accounts for the year ended 31st March, 2014. The summarised financial results are given below:

1. SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

2013-14 2012-13

Sales & other receipts 158.42 118.12

Gross Profit/(Loss) before depreciations 23.60 (3.84)

Less : Depreciation 67.06 66.78

Profit/(Loss) from regular Activities 25.44 (39.30)

Extraordinary items 0.03 2027.58

Profit/(Loss)before and After taxation 25.47 1988.27

Add: Balance carried from earlier year (3904.66) (3930.13)

Balance carried forward to next year (3904.66) (3930.13)

2. OPERATIONS:

During the year the sales turnover of the Company was Rs. 158.42 lakhs against Rs. 118.12 lakhs the sales of the previous year. Due to paucity of working capital facilities from Banks as Company is under rehabilitation process by BIFR, the company is doing only job-work. Once the rehabilitation scheme is approved your company could market directly and the profitability and prospects will improve.

3. REFERENCE TO BIFR:

Pursuant to an order dated 18-01-2007 of the Hon''ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. As per Rehabilitation Scheme approved by the BIFR vide its order dated 8th March 2013 (dispatched on 15th March2013) the paid up capital of the company has been derated by 60% i.e. from 1185 lacs to 474 lacs. Further the company has made preferential allotment of 21,50,000 shares of Rs. 10/- to promoters & their group and strategic Investor M/s. Gayatri Pipes & Fitting Pvt. Ltd.

4. DIVIDEND:

In view of past losses, your directors are unable to recommend payment of any dividend for the year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is engaged in the business of manufacture of Spirally Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities of the Company are at Daman, U.T. and the Spirally Bound profile wall pipes technology is patented and licensed by BAUKU of Germany. These Pipes ranging from 300 MM to 3000 MM diameter and are used in water sewerage & effluent disposal schemes, ocean out-fuel, etc. Your Company can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to 70000 liters with varying wall thickness depending on load distribution and application.

The main objects of your Company to carry on the business of manufactures, dealers, importers, exporters, buyers & seller of all kinds plastic, PVC, polypropylene, polystyrene, polyethylene and polymers. As stated elsewhere, the immediate object of the Company is to set up facilities for the manufacture of large diameter non-pressure HDPE/PP tanks and vessels.

The Company''s main business is manufacturing and marketing of "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company as defined by AS 17(Segment Reporting) issued by ICAI.

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Company''s assets.

The above statements on Management''s Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and domestic demand-supply conditions, finished goods prices, raw material costs & availability, change in Government regulations and tax structure, economic developments within India and the countries with which the Company has business contacts and other factors such as litigation and Industrial relations. Your Company assumes no responsibility in respect of forward looking statements which may be amended or modified in future on the basis of subsequent developments, information or events.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

7. ADDITIONAL INFORMATION

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborator''s plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.

8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has not spent on foreign travel and on import of raw material.

9. CORPORATE GOVERNANCE

Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. In future, the Company intends to implement the non-mandatory recommendations, as prescribed in Code of Corporate Governance.

10. DIRECTORATE:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. C. Asnotkar retires by rotation and being eligible offers himself for reappointment. Your Directors recommend that re-election of Mr. S.C. Asnotkar will be in the interest of the Company.

During the year Mr. Sacarian Chacko and Mr. Ujjwal kumar Jha have been appointed as additional Directors of the Company w.e.f. 30.01.2014 and Mrs. Soniya P. Sheth has been appointed as Mg. Director of the Company w.e.f. 27.06.2014 for 5 years.

During the year Mr. Bhaskar T. Iyer has been appointed as an Independent Director for 5 years.

Mr. Pravin V. Sheth and Mr. Bhadresh H. Shah resigned as the Directors of the Company during the year.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

* That in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the annual accounts for the financial period ended 31st March, 2014 on a ''going concern'' basis.

12. DEPOSITORY SYSTEM:

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from June, 2001. As on 31st March, 2014, about 75.37% share holding representing 5193129 Equity Shares of the Company have been dematerialised. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

13. ENVIRONMENTAL PROTECTION & INSURANCE:

The manufacturing process of the Company is environmental friendly in as much there is no effluent discharge.

Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machinery, Stocks and inventories.

14. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The Company has decided to appoint A.V. Jobanputra & Co. Chartered Accountants, Mumbai as Joint Statutory Auditor of the Company in addition to existing statutory Auditor of the company to hold office till the conclusion of next Annual General Meeting.

The company has received letters from all of them to the effect that their re-appointment/appointment respectively, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment/appointment respectively.

15. AUDITORS'' REPORT:

The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation.

16. CONSTITUTION OF AUDIT COMMITTEE:

As required by the provisions of Section 177 of the Companies Act, 2013, the Board of Directors had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. U. R. Jha, Mr. Mr. S.C. Asnotkar and Mr. Bhaskar T. Iyer.

17. PARTICULARS OF EMPLOYEES:

None of the Company''s employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder.

18. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2014 is annexed to the Accounts.

19. ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders, bankers and employees.

On behalf of the Board For Kunststoffe Industries Limited

Place: Mumbai Soniya P. Sheth Date: 30th July, 2014. Mg. Director

Registered Office: Kiran Building, 128 Bhaudaji Road, Matunga (East), Mumbai-400 019. CIN: L65910MH1985PLC037998 e-mail: [e-mail]

---

Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the 27th Annual Report of the Company alongwith the audited statements of Accounts for the year ended 31st March, 2013. The summarised fnancial results are given below:

1. SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

2012-13 2011-12

Sales & other receipts 122.35 91.15

Gross Proft/(Loss) before depreciations 27.48 3 .80

Less : Depreciation 66.78 14.06

Proft(Loss) from regular Activities (39.30) (10.26)

Extraordinary items 2027.57 0.00

Proft /(Loss)before and After taxation 1988.27 (10.26)

Add: Balance carried from earlier year (5918.40) (5908.15)

Balance carried forward to next year (3930.13) (5918.41)

2. OPERATIONS:

During the year the sales turnover of the Company was Rs.122.35 lakhs against Rs.91.15 lakhs being the sales of the previous year. Due to paucity of working capital facilities from Banks as Company is under rehabilitation process by BIFR, the company is doing only job-work. Once the rehabilitation scheme is approved your company could market directly and the proftability and prospects will improve.

3. REFERENCE TO BIFR:

Pursuant to an order dated 18-01-2007 of the Hon’ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. As per Rehabilitation Scheme approved by the BIFR vide its order dated 8the March 2013 (dispatched on 15th March2013) capital of the company has been reduced by 60% i.e. from Rs.1185 lacs to Rs.474 lacs. Further the company has made preferential allotment of 21, 50,000 shares of Rs.10/- to promoters & their group and strategic Investor M/s. Gayatri Pipes & Fitting Pvt. Ltd.

4. DIVIDEND:

In view of past losses, your directors are unable to recommend payment of any dividend for the year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is engaged in the business of manufacture of Spirally Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities of the Company are at Daman, U.T. and the Spirally Bound profle wall pipes technology is patented and licensed by BAUKU of Germany. These Pipes ranging from 300 MM to 3000 MM diameter and are used in water sewerage & effuent disposal schemes, ocean out-fuel, etc. Your Company can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to 70000 liters with varying wall thickness depending on load distribution and application.

The main objects of your Company to carry on the business of manufactures, dealers, importers, exporters, buyers & seller of all kinds plastic, PVC, polypropylene, polystyrene, polyethylene and polymers. As stated elsewhere, the immediate object of the Company is to set up facilities for the manufacture of large diameter non- pressure HDPE/PP tanks and vessels.

The Company''s main business is manufacturing and marketing of "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company as defned by AS 17(Segment Reporting) issued by ICAI.

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against signifcant misuse or loss of Company''s assets.

The above statements on Management''s Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and domestic demand- supply conditions, fnished goods prices, raw material costs & availability, change in Government regulations and tax structure, economic developments within India and the countries with which the Company has business contacts and other factors such as litigation and Industrial relations. Your Company assumes no responsibility in respect of forward looking statements which may be amended or modifed in future on the basis of subsequent developments, information or events.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

7. ADDITIONAL INFORMATION

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborator''s plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effuent disposal projects, storage tanks for chemicals etc.

8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has not spent on foreign travel and on import of raw material.

9. CORPORATE GOVERNANCE

Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certifcate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. In future, the Company intends to implement the non-mandatory recommendations, as prescribed in Code of Corporate Governance.

10. DIRECTORATE:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pravin V. Sheth and Mr. S.C. Asnotkar retire by rotation and being offers themselves for reappointment. Your Directors recommend that re-election of Mr. Pravin V. Sheth and Mr. S.C. Anotkar will be in the interest of the Company.

11. DIRECTORS'' RESPONSIBILITY

STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed:

- That in the preparation of the accounts for the fnancial period ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial period and of the proft or loss of the Company for the period under review;

- That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the fnancial period ended 31st March, 2013 on a ''going concern'' basis.

12. DEPOSITORY SYSTEM:

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from June, 2001. As on 31st March, 2013, about 61.40% share holding representing 7276440 Equity Shares of the Company have been dematerialised. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

13. ENVIRONMENTAL PROTECTION & INSURANCE:

The manufacturing process of the Company is environmental friendly in as much there is no effuent discharge.

Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machinery, Stocks and inventories.

14. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confrmed and their remuneration has to be fxed.

15. AUDITORS’ REPORT:

The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

16. CONSTITUTION OF AUDIT COMMITTEE:

As required by the provisions of Section 292 A of the Companies Act, 1956, the Board of Directors had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. Mr. S.C. Asnotkar and Mr. Bhaskar T. Iyer.

17. PARTICULARS OF EMPLOYEES:

None of the Company''s employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder.

18. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2013 is annexed to the Accounts.

19. ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders, bankers and employees. On behalf of the Board PRAVIN V.SHET

CHAIRMAN

Place: Mumbai

Date: 30th July, 2013

Registered Offce:

Kiran Building, 128,

Bhaudaji Road, Matunga (East),

Mumbai - 400 019

---

Mar 31, 2010

We have pleasure in presenting the 24th Annual Report of the Company alongwith the audited statements of Accounts for the year ended 31st March, 2010. The summarised financial results are given below:

1. SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs) (12 Months) (15 Months) 2009-10 2008-09

Sales & other receipts 104.43 121.39

Gross Profit/(Loss) before

depreciations 50.89 13.06

Less : Depreciation 12.54 45.00

Loss from regular Activities 38.35 (36.94)

Extraordinary items

Loss on revaluation of assets 0.00 289.66

Profit /(Loss)before and

After taxation 38.35 257.72

Add: Balance carried

from earlier year (4008.40) (4266.12)

Balance carried forward

to next year (3970.05) (4008.40)

2. OPERATIONS:

During the year the sales turnover of the Company has increased compared to the sales of the previous year. However, due to lack of demand for the products of the Company and increase in the cost of raw materials, excise duty & other expenditure, the Company could not achieve any profit. Efforts are being made to penetrate in the different segments of the market to increase the sale of the Companys products. The prospects for the year look better.

3. REFERENCE TO BIFR:

Pursuant to an order dated 18-01 -2007 of the Honble Bench of BIFR, the Company was declared as a sick industry and IDB1 was appointed as the Operating Agency. A Rehabilitation Scheme has been prepared and submitted to the O.A. The Company had proposed One Time Settlement of dues with IDBI, Standard Chartered Bank and Bank of Baroda. IDBI and Standard Chartered Bank have accepted the OTS and they have been paid the OTS amounts. The Bank of Baroda, has in the meantime assigned the debts to International Asset Reconstruction Co. P. Ltd., Mumbai, without obtaining the permission of BIFR as the Company is a sick industry. The Draft Rehabilitation Scheme has been circulated by the BIFR and the approval of the same is awaited.

4. DIVIDEND:

In view of continued loss, your directors are unable to recommend payment of any dividend for the year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is engaged in the business of manufacture of Spirally Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities of the Company are at Daman, U.T. and the Spirally Bound profile wall pipes technology is patented and licensed by BAUKU of Germany. These Pipes ranging from 300 MM to 3000 MM diameter and are used in water sewerage & effluent disposal schemes, ocean out-fuel, etc. Your Company can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to 70000 liters with varying wall thickness depending on load distribution and application.

The main objects of your Company to carry on the business of manufactures , dealers, importers, exporters, buyers & seller of all kinds plastic, PVC, polypropylene, polystyrene, polyethylene and polymers. As stated elsewhere, the immediate object of the Company is to set up facilities for the manufacture of large diameter non-pressure HDPE/PP tanks and vessels.

The Companys main business is manufacturing and marketing of "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company as defined by AS17(Segment Reporting) issued by ICAI.

The Company maintains adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Companys assets.

The above statements on Managements Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and domestic demand-supply conditions, finished goods prices, raw material costs & availability, change in Government regulations and tax structure, economic developments within India and the countries with which the Company has business contacts and other factors such as litigation and Industrial relations. Your Company assumes no responsibility in respect of forward looking statements which may be amended or modified in future on the basis of subsequent developments, information or events.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

7. ADDITIONAL INFORMATION

A. INFORMATION OF CONSERVATION ENERGY:

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION:

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborators plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.

8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:

During the year under review your Company has not spent on foreign travel and on import of raw material.

9. CORPORATE GOVERNANCE

Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. In future, the Company intends to implement the non- mandatory recommendations, as prescribed in Code of Corporate Governance.

10. DIRECTORATE:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. H. Shah retires by rotation and being eligible offers himself for reappointment. Your Directors recommend that re-election of aforesaid Director will be in the interest of the Company.

11. DIRECTORS RESPONSIBILITY

STATEMENT:

Pursuant to the requirement under Section 217(2 A A) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of the accounts for the financial period ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2010 on a going concern basis.

12. DEPOSITORY SYSTEM:

Electronic trading of the Companys Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from June, 2001. As on 31st March, 2010, about 53.656% share holding representing 6358220 Equity Shares of the Company have been dematerialised. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

13. ENVIRONMENTAL PROTECTION & INSURANCE:

The manufacturing process of the Company is environmental friendly in as much there is no effluent discharge.

Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machinery, Stocks and inventories.

14. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confirmed and their remuneration has to be fixed.

15. AUDITORS REPORT:

The notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

16. CONSTITUTION OF AUDIT COMMITTEE:

As required by the provisions of Section 292 A of the Companies Act, 1956, the Board of Directors has constituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. Sudhir V. Sheth and Mr. S.C. Asnotkar..

17. PARTICULARS OF EMPLOYEES:

None of the Companys employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder.

18. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2010 is annexed to the Accounts.

19. ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders, bankers and employees.

On behalf of the Board

Sd/-

Bhadresh H. Shah

Chairman

Place: Daman

Date : 30th July, 2010

Registered Office:

C/o. P. Sheth & Co.

(Chartered Accountants)

17, Parekh Vora Chambers,

66, Nagindas Master Road,

Fort, Mumbai - 400 023.