Directors Report of Lakhotia Polyesters (India) Ltd.

Mar 31, 2024

Your directors are pleased to present the 19^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

The Board’s Report shall be prepared based on the standalone financial statements of the Company.

(Rs. in Lakhs)

Particulars	FINANCIAL YEAR
	2023-24	2022-23
Total Income	2847.91	1515.83
Less: Expenditure	2757.99	1635.41
Profit Before Finance Cost, Depreciation & Tax	89.92	(119.58)
Less: Finance Cost	49.31	50.54
Less: Depreciation	1.26	9.59
Net Profitf(Loss) Before Tax & Extraordinary Item	39.35	(179.71)
Less: Extraordinary Item	-	-
Less: Tax Expense	32.68	(11.93)
Net Profitf(Loss) After Tax	6.67	(191.64)

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS

During the financial year ended on March 31, 2024, there was gross revenue of Rs. 2847.91 Lakhs as against Rs. 1515.83 Lakhs in the Financial Year 2022-23. Your Company has earned a profit of Rs. 6.67 Lakhs during the year under review as against loss of Rs. 191.64 Lakhs in Financial Year 2022-23.

3. CHANGES IN THE NATURE OF BUSINESS. IF ANY

During the year the Company is in the business of manufacturing of Yarns, Packaging Films, Printing Films, Chemicals and many more to come. There is no change in nature of the business of the Company. The Company has its registered office at Nashik.

4. DIVIDENDS AND RESERVES

The Board of Directors do not recommend dividend to its shareholders during the FY 2023-24, keeping in view of further requirement of the funds for growth.

5. SHARE CAPITAL

The authorised share capital of the Company is Rs. 10,50,00,000 (Rupees Ten Crores and Fifty Lakhs only) comprising 1,05,00,000 equity shares of face value of Rs. 10/- each.

The paid-up equity share capital as at March 31,2024 stood at Rs. 10,47,39,880/- (Rupees Ten Crores Forty-Seven Lacs Thirty-Nine Thousand and Eight Hundred and Eighty Only).

There is no change in the share capital of the Company during the financial year ended on March 31, 2024.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits during the period under review. No such deposits were outstanding at the beginning or end of the financial year.

7. SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2024, Company does not have any subsidiary or associate or joint venture company.

8. CONSOLIDATED FINANCIALSTATEMENT

The Company is not required to consolidate its financial statements in terms of provisions of Companies Act, 2013 and rules thereunder.

9. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Secretarial Auditors on its compliance, forms an integral part of this Report.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2024 is available on the website of the Company at www.lakhotiapoly.in under Investor Information tab.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. As on March 31, 2024, Mr. Nikunj Bihani, Mr. Vashishtha Mohan Pandiya and Mr. Kanhaiya Lai Sharma are Independent Directors of the Company. Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

b) The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

c) Mr. Ashok Kumar Khajanchi retires by rotation at the ensuing 19th Annual General Meeting and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice of the 19th Annual General Meeting.

d) During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

13. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. During the Financial Year 2023-2024, the Board of Directors of the Company met 4(Four) times on 15-05-2023, 09-08-2023, 06-11-2023 and 09-02-2024.The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

14. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board.

The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.

15. BOARD EVALUATION. INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

16. CRITERIA FOR SELECTION OF CANDIDATES FORAPPOINTMENTAS DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed by weblink www.lakhotiapoly.in.

17. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, Business overview etc.

The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by weblink www.lakhotiapoly.in.

18. INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least 1 (One) meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on February 09, 2024, inter-alia; for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole;

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties;

19. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE. AND EXPERIENCE (INCLUDING THE PROFICIENCY! OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BYTHE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (if any) are given in the notes to the Financial Statements.

21. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conductor Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company''s website and can be accessed at www.lakhotiapoly.in

22. REMUNERATION AND NOMINATION POLICY

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company’s website and can be at www.lakhotiapoly.in

23. RELATED PARTYTRANSACTIONS

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The Company has not entered into any material related party transactions, which needs to be given in form AOC-2 in terms of the provision of section 188(1) including certain arm’s length transactions.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

25. STATUTORYAUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W/W100823) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company.

The Auditors’ Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

26. DETAILS OF FRAUD REPORTED BYAUDITOR

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder

27. COST AUDITANDCOST RECORDS

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

28. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure - 1” and forms an integral part of this report.

The Secretarial Auditor’s observations are self-explanatory.

29. SECRETARIAL STANDARD

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITYSHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules''), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

31. INTERNAL CONTROL SYSTEMS ANDTHEIRADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorized, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

As per Section 138 of the Companies Act, 2013, the Company has appointed Mr. V. B. Rathi., as an internal auditor for the year 2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company’s policies and ensure statutory and other compliance through periodical checks and internal audit.

32. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place forensuring properand efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

33. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business.

34. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy documentand are required to strictly abide by it. The Policy covers all employees, irrespective oftheir nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year 2023-24, no case of Sexual Harassment was reported.

35. CORPORATE SOCIAL RESPONSIBILITY tCSRI

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy(CSR) Rules, 2014 are not applicable to the Company during the year under review.

36. ENVIRONMENT ANDSAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

37. CONSERVATION OF ENERGY. TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.

38. PARTICULARS OF EMPLOYEESANDOTHERADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in “Annexure - 2 and 3” to this report.

39. MANAGEMENT DISCUSSION ANDANALYSIS

Management Discussion and Analysis Report for the year 2023-24 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as “Annexure - 4” of this Report.

40. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 is not applicable to your Company for the financial year under review.

41. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Company’s objectives, projections, estimates and expectations may constitute ’forward looking statement’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

42. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

43. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Company''s shares are listed with BSE Ltd. Your Company has paid the respective annual listing fees and there are no arrears.

44. ACKNOWLEDGEMENTANDAPPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

By Order of the Board of Directors of Lakhotia Polyesters (India) Limited

sd/- sd /-

Jayshri Lakhotiya Madhusudan Lakhotiya Director Managing Director

DIN:05357609 DIN:00104576

Place: Nashik Dated: August 12, 2024

Registered office

158/159 Samartha Sahkari Audyogik Vasahat Ltd.,

Pimpal- Gaon (Baswant), Tal Niphad,

District Nashik, Maharashtra - 422209

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 10th Annual Report of your Company along with the Audited Statement of Accounts for the Period ended 31st March, 2015

The Directors are pleased to present the 10thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand alone financial statements of the Company.



Particulars FINANCIAL YEAR

2014-15 2013-14

Sales 135,701,165/- 95,911,188/-

Other Income 0/- 126,467/-

Total Income 135,701,165/- 96,037,655/-

Less: Expenditure 128,582,832/- 90,425,335/-

Profit Before Finance Cost, Depreciation & Tax 71,18,333/- 5,612,320/-

Less: Finance Cost 3,747,705/- 3,961,317/-

Less: Depreciation 1,505,178/- 923,426/-

Net Profit Before Tax 1,865,450/- 727,577/-

Add: Extraordinary Income 0/- 960,612/-

Less :Current Tax Expense 913,159/- 233,474/-

Add/(Less) :Deferred Tax Adjustments 183,389/- 13,771/-

Net Profit After Tax 1,135,680/- 1,440,944/-

2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the current period of operation, your company has shown an increase in the revenue to the extent of 41.49 % from Rs 959.11 Lakhs during FY 2013-14 to Rs 1357.01 Lakhs during FY 2014-15. Profit after Tax of the company has decreased to Rs 11.13 lakhs during FY 2014-15 as compared to Rs 14.40 Lakhs during FY 2013-14.

3. FINANCIAL YEAR

This report of Directors along with its Annexure, Management Discussion and Analysis, Corporate Governance Report, Financial Statements along with their Notes are prepared for the period April 01, 2014 to March 31, 2015 (a period of 12 months). Pursuant to the provisions of Section 2(41) of the Companies Act, 2013, a 'financial year' in relation to the Company means the period ending on the 31st day of March every year, in respect whereof financial statement of the Company is made.

Your Company in compliance with the provisions of the Companies Act, 2013.

4. SHARE CAPITAL

During the period April 01, 2014 to March 31, 2015, there is a change in the Issued, Subscribed and paid up share Capitalof your Company pursuant to bonus issue in the ratio of 18:10 to the shareholders. The Share Capital Audit as per the directives of the Securities and Exchange Board of India (SEBI) is being conducted by Ranjana Mimani& Associates, Practicing Company Secretaries. The Equity Shares of yourCompany are listed on Bombay Stock Exchange in India viz. BSE Limited (BSE)and the Company has entered into Listing Agreement with the Stock Exchange. As per Clause 50C of the SME Listing Agreement, the said Share Capital Audit reports are duly forwarded to the Stock Exchanges where the Company's' Equity Shares are Listed. The paid up Share Capital of the Company stands at Rs. 104,739,880./- (Rupees Ten Crores Forty Seven Lakhs Thirty Nine Thousand Eight Hundred and Eighty Only).

5. DIVIDENDS

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommended any dividend.

6. RESERVES

No Amount has been transferred by the Company to Reserve during the Year.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directorsof the Company state that—

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and there are no material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year viz. March 31, 2015 and of the profit and loss of the company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directorshad laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

8. PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits during the period under review.

9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2014-15, the Board of Directors of the Company met 8 times on 30th May 2014, 13th June, 2014, 10th July 2014, 28th July, 2014, 14th October 2014, 12th January, 2015, 30th March 2015 and 31st March, 2015. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

10. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

11. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure II

12. AUDIT COMMITTEE

The composition of Audit Committee is as follows:

Name of Directors Designation in Nature of Committee Directorship

Mr. Vicky Jain Chairman Independent Director

Mr. Shailesh Mistry Member Independent Director

Mr. Madhusudan Lakhotia Member Managing Director

During the Financial Year 2014-15, Audit Committee met 4 times on 30th May,2014, 10th July, 2014, 14th October,2014 and 12thJanuary, 2015.All the recommendations made by the audit committee were accepted by the Board.Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges.

13. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the Company viz. Mr. Vicky Jain, Mr. Sajan Choudhary and Mr. Shailesh Mistry, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

14. NOMINATION AND REMUNERATION COMMITTEE

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The Policy adopted by the Company's Nomination and Remuneration Committee is as per Annexure III.

15. CONTRACTS AND ARRANGEMENT WITHRELATED PARTY

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Form AOC 2 is attached as Annexure IV to this report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is annexed herewith the Annual Report.

17. STATUTORY AUDITORS

The Statutory Auditors of the Company are M/s. Sabadra & Sabadra, Chartered Accountants having ICAI Firm Registration Number 108921W, have audited the Financial Statements of the Company for the period April 01, 2014 to March 31, 2015. The Statutory Auditors were appointed by the members of the Company at the 09th Annual General Meeting of the Company held on July 16, 2014 to audit the Financial Accounts of the Company. Their term in the office of Statutory Auditors concludes at the ensuing Annual General Meeting and pursuant to provisions of Section 139 of the Companies Act, 2013 read along with the applicable rules framed thereunder, M/s. Sabadra & Sabadra are eligible for re-appointment.

M/s. Sabadra & Sabadra have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013 and the rules framed thereunder to hold the office of Statutory Auditors of the Company. As per the requirements of the Listing Agreement, M/s. Sabadra & Sabadra have vide letter confirmed that they hold a valid certificate. The Board on recommendation of Audit Committee have recommended the members of the Company, for appointment of M/s. Sabadra & Sabadra, as the Statutory Auditors of the Company for a term of 4 years, subject to ratification of members at every consequent Annual General Meeting.

18. SECRETARIAL AUDITORS

The Board of Directors vide their meeting held on March 31, 2015 have appointed M/s R. M Mimani & Associates as Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2014-15.The Secretarial Audit Report issued by M/s R. M Mimani & Associates, Company Secretaries in Practice is self explanatory and does not call for further comments. The Secretarial Audit Report and management reply on qualifications in the said report forms a part of Directors Report in Annexure V.

19. BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

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

I. Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor which are environment and power efficient.

II. Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far.

III. Foreign Exchange Earnings and Outgo

The Company has not incurred in foreign currency during the financial year 2014-15.

21. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.lakhotiapoly.in. The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31, 2015.

22. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

23. INTERNAL FINANCIALS CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness were observed.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Jayshree Lakhotia retires by rotation at the ensuing Annual General Meeting under the applicable provisions of Companies Act, 2013, Mrs. Jayshree Lakhotia being eligible and offering herself for appointment, is proposed to be appointed as an Executive Director.

Mr. Krishna Jhawar, who was appointed as Additional Director, is proposed to be appointed as Director, liable to retire by rotation in the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

25. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Compliance Committee , Nomination and Remuneration Committee and Stakeholders Relation Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

27. PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than R 60,00,000/- per annum during the year under review, if employed for full year or more than R 5,00,000/- per month, if employed for part of the year.

28. CORPORATE GOVERNANCE

The Securities and Exchange Board of India vide it's Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, has clarified the applicability of Clause 49 Corporate Governance on Listed Companies, as per the aforesaid circular Clause 49 and it's annexure are not applicable on your Company. However, the Company has made efforts to provide the information in the Director's Report and the Corporate Governance Report as per the Listing Agreement. A report on Corporate Governance is a part of the Annual Report containing the details of Directors remuneration along with the additional information to the extent possible with the Company as a matter of prudence and good governance.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under requirements of Clause 52 of the SME Listing agreement forms part of this Annual Report for the year ended 31st March 2015.

30. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

31. 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 to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company's Website i.e www.lakhotiapoly.in

32. PARTICULARS OF LOANS GIVEN, OR INVESTMENTS MADE

Particulars of loans given, investments made, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to the standalone financial statement).

33. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE SME segment. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

36. ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Regulatory Authorities, Company's Bankers, Customers, Shareholders and other business constituents during the year under review.

The Directors also wish to place on record their appreciation for all round co-operation and contribution made by employees at all levels.

By Order of the Board of Director

Sd/- Sd/- Date: September 03, 2015 Madhusudhan Lakhotia Jayshree Lakhotia Place: Nashik (Managing Director) (Executive Director)

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Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the 9th Annual Report of your Company along with the Audited Statement of Accounts for the Period ended 31st March, 2014

FINANCIAL RESULTS

Key Financial Indicators are as under

Particulars FINANCIAL YEAR 2013-14 2012-13

Sales 95,911,188/- 70,692,045/-

Other Income 126,467/- 100,500/-

Total Income 96,037,655/- 70,792,545/-

Less: Expenditure 90,425,335/- 64,296,706/-

Profit Before Finance Cost, 5,612,320/- 6,495,839/- Depreciation & Tax

Less: Finance Cost 3,961,317/- 4,006,720/-

Less: Depreciation 923,426/- 923,335/-

Net Profit Before Tax 727,577/- 1,565,784/-

Add: Extraordinary Income 960,612/- -

Less :Current Tax Expense 233,474/- 499,735/-

Less :Deferred Tax Adjustments 13,771/- 62,231/-

Net Profit After Tax 1,440,944/- 1,003,818/-

RESULTS OF OPERATION REVIEW:

During the current period of operation, your company has shown a increase in the revenue to the extent of 35.67 % from 706.92 Lakhs during FY 2012-13 to Rs 959.11 Lakhs during FY 2013-14. Profit after Tax of the company has increased to Rs 14.41 lakhs during FY 2013-14 as compared to Rs 10.03 Lakhs during FY 2012-13.

DIVIDEND:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the board does not recommended any dividend.

PERSONNEL:

During the year, the company did not have any Employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 and therefore no particulars are required to be furnished.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board wishes to appreciate the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

DIRECTORS:

In terms of the provisions Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Harish Khajanchi, Director retire at the ensuing Annual General Meeting and is being eligible to offer himself for re-appointment at the ensuing Annual General Meeting.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Shailesh Mistry, Director retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. Shailesh Mistry for appointment as Independent Director.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company the tenure of Mr. Vicky Jain, Director is liable to determination by retirement of Directors by rotation and in respect of which the Company has received requisite notices in writing from members proposing Mr. Shailesh Mistry for appointment as Independent Director for a tenure of five years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Agreement with the Stock Exchanges.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

AUDITORS:

The Auditors M/s. Sabadra & Sabadra, Chartered Accountants, retire at the forthcoming General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act 1956.

PUBLIC DEPOSITS:

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 52 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

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

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under;

A. Conservation Of Energy:

Power Consumption 2013-14 2012-13

Electricity Consumption (in units) 365186 279686

Total Amount (in Rs'') 2332620 2186527/-

Rate/Unit (in RS) 6.94/- 7.81/-

The company has been continuously attempting to create a conscious awareness against excessive consumption and wastage at all levels.

Consumption per unit of Production 2013-14 2012-13

Total Amount (in Rs) 65006394 51181548

Total Production (in kgs.) 230670 217486

Rate/mts (in Rs) 281.82 235.33

B. Technology Absorption, Research & Development:

The company has incurred expenditure towards quality management, quality control, and to improve the production capacity. The company has also undertaken cost reduction and cost control program to manage and reduce the cost of production.

C. Foreign Exchange Earning / Outgo: Nil.

STOCK EXCHANGES:

The company''s shares are listed on the SME platform of the Bombay Stock Exchange (BSE Ltd.). The company has paid the necessary listing fees of BSE Ltd. for the year 2014-15.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Listing Agreement are annexed o this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirms as under:

i. That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relation to material departure, if any;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31, 2014 and of the profit of the Company for the year ended on that date;

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

iv. That the directors have prepared the annual accounts on going concern basis. Acknowledgements:

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by various Government Authorities, Company''s Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders, Stock Exchange and others who have supported the company during its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all round co-operation and contribution made by employees at all levels.

For and behalf of the Board of Directors LAKHOTIA POLYESTERS (INDIA) LIMITED

Sd/- Sd/- Place : Nashik Madhusudan Lakhotia Jayshree Lakhotia Date : 30.05.2013 Chairman & Managing Director Executive Director