Directors Report of P G Foils Ltd.

Mar 31, 2024

We have pleasure in presenting the 45^th Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The audited financial results of the Company for the year ended 31^st March, 2024 are summarized below:

(Rs. in Lacs)
Particulars	2023-24	2022-23
Total Income	36702.85	37409.48
Total Expenses	34256.89	36763.91
Profit/(Loss) before Depreciation, Tax and Extraordinary Items	2445.96	645.57
Less: Depreciation	438.54	406.09
Profit/(Loss) before Taxation and Extraordinary Items	2007.42	239.47
Add: Exceptional Items	Nil	Nil
Profit before Tax	2007.42	239.47
Less: Current Tax	167.55	130.69
Less/(Add): Deferred Tax	137.53	86.63
Profit for the year	1702.34	22.15

OPERATIONS (GENERAL REVIEW)

During the year, your company achieved a Gross turnover excluding trading turnover of Rs. 260.16 Crores as against Rs. 309.07 Crores in the previous year.

Profit before tax for the year is Rs. 20.07 Crores compared to profit of Rs. 2.39 Crores in last year, Higher mainly due to decrease in Finance cost and stability in Dollar Exchange Rates in international Markets.

Exports have decreased to Rs. 4967.03 Lacs from Rs. 6768.48 Lacs in last year.

DIVIDEND AND TRANSFER TO RESERVES

No Interim and Final Dividend declared by Board of Director''s of the company during the financial year ended 31^st March, 2024. Also, Company has not transferred any amount to General Reserve for the year under review.

SHARE CAPITAL EQUITY SHARE CAPITAL

(i) Authorised Capital:

Particulars	No. of Shares		Amount In Lacs
	As at 31.03.2024	As at 31.03.2023	As at 31.03.2024	As at 31.03.2023
Equity Shares of Rs. 10 each
At the beginning of the period	1,50,00,000	1,50,00,000	1,500.00	1,500.00
Add: Additions during the period	-	-	-	-
Less: Reduction during the period	-	-	-	-
At the end of the period	1,50,00,000	1,50,00,000	1,500.00	1,500.00
Grand Total	1,50,00,000	1,50,00,000	1,500.00	1,500.00

ii. Issued, Subscribed and Paid up
Particulars	No. of Shares		Amount In Lacs
	As at 31.03.2024 As at 31.03.2023		As at 31.03.2024 As at 31.03.2023
Equity Shares of Rs. 10 each fully paid up At the beginning of the period	1,08,73,000	90,93,000	1087.30	909.30
(10873000 shares fully paid up out of 10884600) Add: Additions during the period (**)	9,22,000	17,80,000	92.20	178.00
Less: Reduction during the period	-	-	-	-
At the end of the period	1,17,95,000	108,73,000	1179.50	1087.30
Total	1,17,95,000	108,73,000	1179.50	1087.30

(*) 11600 partly paid up equity shares forefited amounting to Rs. 61025

(**) During the year under review, the Company has converted 9,22,000 warrants into equity shares on dated 16.05.2023. ACCREDITATION

Company continuous to enjoy below mentioned certificates:

• ISO 9001:2015 certificate on 22^nd May, 2018 by BVQI.

• DMF Type III certificate on 28^th October, 2011

• ISO - 15378 : 2017 (GMP) certificate on 29^th April, 2019

• BIS certificate on 09^th August, 2018

• IVM, Germany on 24^th June, 2018

CREDIT RATING:

The ratings given to the Company by Care Ratings Limited, during the financial year ended 31st March 2024 is given below:

Facilities	Amount (Rs. Crore)	Rating	Rating Action
Long Term Bank Facilities	100.00	CARE A-; Stable	Reaffirmed
	(Enhanced from 90.00)	(Single A Minus; Outlook: Stable)
Long Term / Short Term Bank Facilities	95.00 (Enhanced from 55.00)	CARE A-; Stable / CARE A1 (Single A Minus; Outlook: Stable / A One)	Reaffirmed
	195.00
Total Facilities	(Rs. One Hundred Ninety-Five Crore Only)

BOARD OF DIRECTORS

i. Number of the Meeting of the board

The Board met Seven times during the year, details of which are given in the Corporate Governance Report forming part of the Integrated Annual Report.

ii. Appointment / Re-appointment

Based on the recommendations of the Nomination and Remuneration Committee, the Board, in terms of the provisions of the Companies Act, 2013:

(a] Mr. Pankaj P. Shah (DIN: 00160558] was Re-Appointed as Managing Director for a consecutive term of five years, effective from 17^th January 2024, as approved in the Board Meeting held on 09^th January, 2024. The shareholders of the company subsequently approved his re-appointment by way of a special resolution passed through postal ballot on dated 13^th April, 2024.

(b) Appointment of Mr. Sunil Kataria (DIN: 00092681] as a Non-Executive Independent Director for a consecutive term of five years in the Board Meeting held on 29^th August, 2024 with effect from 30^th August, 2024. Approval of Members is being sought at the ensuing Annual General Meeting for his appointment and the requisite details in this connection are contained in the Notice convening the meeting.

iii. Resignations/Retirements/Retirement by rotation

Mr. Pankaj P. Shah (DIN: 00160558) retired by rotation, and his re-appointment was approved by the shareholders at the 44^th Annual General Meeting held on 29^th September 2023.

Mr. Vimal Chand Dhadda (DIN: 00937400) will retire from his position as an Independent Director of the Company in the ensuing 45^th Annual General Meeting due to completion of his Second Consecutive term of five years. The Board of Directors expresses their sincere appreciation for his valuable contributions to the company.

Mrs. Sakshi Sahil Shah (DIN: 07129888) retires by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for her re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.

iv. Declaration of independence

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity and possess the requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

v. Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency Self- Assessment Test.

vi. Directors and officers Insurance (‘D&O’)

On a voluntary compliance basis, the Company has taken Directors and Officers Insurance (''D&O'') for its Directors and members of the Senior Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing Regulations.

vii. Board Evaluation

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 05^th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

viii. Familiarization Programme for Independent Directors

The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at https://www.pgfoils.in.

ix. Board Skills Matrix

Pursuant to the provisions of sub-para 2(h) of Part C of Schedule V of the Listing Regulations below is the Board skills matrix representing some of the key skills that our Board has identified as particularly valuable to the effective oversight and functioning of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Shareholder''s / Investors Grievance Committee

3. Nomination and Remuneration/ Compensation Committee

4. Corporate Social Responsibility Committee

5. Independent Director Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all material recommendations made by the various committees have been accepted by the Board.

KEY MANAGERIAL PERSONNEL

In terms of the Section 203 and Section 2(51] of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

SL. No.	Name of Person	Designation
1.	PANKAJ P SHAH	MANAGING DIRECTOR
2.	SAHIL PANKAJ SHAH	WHOLE TIME DIRECTOR
3.	NAVEEN KUMAR JAIN	CHIEF FINANCIAL OFFICER
4.	BHAWANA SONGARA	COMPANY SECRETARY

During the year under review, there is no change in the Key Managerial Personnel of the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosures pertaining to remuneration as required under Section 197(12) of the Act & Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Director/KMP:
			Remuneration	% Increase in	Ratio of remuneration
			of Director/ KMP	Remuneration in	of each Director/to
			for Financial Year	the Financial Year	median remuneration
Sr. No	Name of Director/ KMP	Designation	2023-24	2023-24	of employees
1	PANKAJ P SHAH	Managing Director	1260000	0%	8.41
2	SAHIL PANKAJ SHAH	Whole Time Director	1200000	0%	8.01
3	SAKSHI SAHIL SHAH	Non-Executive Director	600000	0%	4.00
4	VIMAL CHAND DHADDA	Independent Director	20000	100%	0.13
5	NARENDRAKUMAR AMBALAL PORWAL	Independent Director	20000	0%	0.13
6	AMIT AGGARWAL	Independent Director	20000	0%	0.13
7	NAVEEN KUMAR JAIN	Chief Financial Officer	612000	5.15%	4.08
8	BHAWANA SONGARA	Company Secretary	144000	0%	0.96

Top 10 Employees:

Sr. No	Name of Top 10 Employees	Remuneration of Top 10 Employees for Financial Year 2023-24	% increase in Remuneration in the Financial Year 2023-24	Ratio of remuneration of each top ten employees to median remuneration of employees
1	MR. P.K. MEWARA	864000	2.86 %	5.76
2	MR. M.R. JAIN	816246	0.00 %	5.45
3	MR. SURESH CHANDRA JAIN	799140	0.00 %	5.33
4	MR. SUNIL RAJ JAIN	780072	0.00 %	5.20
5	MR. AJEET SINGH	687000	0.00 %	4.58
6	MR. SURENDRA SINGH KURI	666000	0.00 %	4.44
7	MR. GAUTAM GIRI	540000	0.00 %	3.60
8	MR. SACHIN SINGHAL	504000	0.00 %	3.36
9	MR. ASHOK SINGH	464400	2.65 %	3.10
10	MR. MITHUN GIRI	456000	0.00 %	3.04

(I) The median remuneration of employees of the Company during the financial year was Rs.1,49,870/-

(ii) The percentage increase in the median remuneration of employees for the Financial Year was 2.27 %.

(iii) The Company had 488 permanent employees on its rolls as on 31^st March 2024.

(iv) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company. RELATED PARTY TRANSACTION

[Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 & R.23 of SEBI Listing Regulations]

During year under review, all the contract(s)/arrangement(s)/transaction(s) entered into by the Company with its related parties were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee is obtained for such related party transactions, which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of Transactions entered into are also reviewed by the audit Committee on a periodic basis. Further, all the related party transactions entered into During year under review were on an arm''s length basis and In the ordinary course of business of the company.

The particulars of Contracts or Arrangements made with related parties is furnished in Notes to Financial Statements no. 41 and is attached to this report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at https://www.pgfoils.in/reports/29/Disclosure

POLICY ON NOMINATION & REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on the appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is given in "Annexure-I" to this report and also available on the website of the Company at https://www.pgfoils.in/reports/29/Disclosure

DIVIDEND DISTRIBUTION POLICY

[R. 43A of SEBI Listing Regulations]

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various factors, which shall be considered by the Board in determining the dividend pay-out. available on the website of the company https://www.pgfoils.in/reports/29/Disclosure

SUBSIDIARY & JOINT VENTURE COMPANIES

[R.129(3) of the Act read with Companies (Accounts) Rules, 2014]

The Company did not have any subsidiary as on 31^st March 2024.

FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2024 has been prepared in accordance with the Indian Accounting Standards [IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies [Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024. The noted to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal 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, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ''Meetings of the Board of Directors'' and ''General Meetings'' respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT

Company follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations, 2015 Report on Management Discussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 02^nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s BigShare Services Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of Companies Act, 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31^st March 2024 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditor''s M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali. The Directors further confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis; and

(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively

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

CORPORATE SOCIAL RESPONSIBILITY

The Gross amount required to be spent by the Company during the year ended March 31, 2024 on CSR is Nil, as average net profit of the Company for the purpose of determining the spending on CSR activities computed in accordance with the provisions of section 135, excluding of items given under Rule 2 (1)(h) of Companies (CSR Policy) Rules 2014 read with section 198 of Companies Act 2013 is Nil, however, company has made voluntary contribution of Rs 5.50 Lacs during the year as per following details:

		Amount In Lacs
Particulars	31.03.2024	31.03.2023
The Gross amount required to be spent by the company during the year as per Section 135 of Companies Act 2013 read with Schedule VII	-	65.21
Amount spent during the year on :	5.50	65.21
Construction / acquisition of any assets	-	-
On purposes other than (i) above	-	-
Unspent amount in CSR The breakup of expenses included in amount spent are as under:	-	-
Particulars	-	-
Animal protection	-	-
On food relief activity	-	-
On promoting education	-	-
Social welfare	-	21.00
On promotion of Healthcare	5.50	44.21
Total	5.50	65.21
The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at https://www.pgfoils. co.in/csr.html

Note: The company does not fall under the criteria for CSR obligation as per the limits prescribed under the Companies Act, 2013 for the financial year 2023-24. Therefore, the detailed annexure regarding CSR disclosure is not included with this report.

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor''s Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN, INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of Companies Act, 2013 and SEBI (LODR] 2015 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31^st March 2024.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9] & (10] of the Companies Act, 2013 & as per Regulation 22 SEBI (LODR] Regulations, 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Company''s website https://www.pgfoils.in/reports/29/Disclosure

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Section 124 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, along with the rules made thereunder, the unclaimed dividend amount of Rs. 603951 for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013. The due date for transferring the amount to the IEPF was March 05, 2024; however, the Company transferred the amount on April 18, 2024 due to delayed data provided by Registrar and Transfer Agent (RTA) of the company.

During the year under review, 34983 equity shares have been transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 on dated July 22, 2024.

The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:

Name: Sahil Pankaj Shah Email: [e-mail]

Information in respect of unclaimed dividend when due for transfer to IEPF are given below:

Financial Year	Interim/Final Dividend	Date of Declaration	Due date/ Cut-off date
	per Equity Share		to transfer to IEPF
2021-22	Interim Dividend 2.00	15th November, 2021	14th November, 2028
2017-18	Interim Dividend 1.20	12th February, 2018	11th February, 2025

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOP''s are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls, affecting the financial statements are adequate and are operating effectively.

AUDITORS

i. STATUTORY AUDIT

M/s Sharma Ashok Kumar & Associates will retire on completion of their second consecutive term of five years in the ensuing Annual General Meeting as Statutory Auditor of the company. They have conducted audit of the company for the financial year ended on 31^st March, 2024 as well as first quarter of financial year 2024-25.

As per the recommendation of the Nomination and Remuneration Committee Board of Director of the company recommend to the members appointment of M/s Gupta Akash & Associates, Jaipur (FRN:013783C) a peer reviewed firm, at their meeting held on 29^th August, 2024.

As required under the provisions of the Section 139 of the Company Act 2013, the Company has obtained written confirmation and eligibility certificate from M/s Gupta Akash & Associates, Jaipur aware that their appointment if made would be in conformity with the limits specified in the Section.

ii. AUDITOR’S REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

iii. COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2025. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2023-24 is 30th September, 2024. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their 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.

iv. SECRETARIAL AUDIT

During the year under review, M/S M Sancheti & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report which forms a part of the Annual Report is self-explanatory and requires no comments.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 contains certain qualifications and clarification by the board as follows

Observation 1: Pursuant to sub-section 6 of Section 124 of the Companies Act, 2013 read with rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, every Company shall file Form No. IEPF-4 (Statement of shares transferred to the Investor Education and Protection Fund), containing details of such transfer. However, the Company had filed same on July 14, 2023 i.e. with delay of 2 months.

Clarification 1: Register and transfer agent of the company fails to provide IEPF-4 related data within prescribed time period that is why company delayed in filing of Form IEPF-4. In the meeting of board of director held on 14th August, 2024 takes this issue seriously and intimate RTA to work effectively otherwise service will be terminated. Observation 2: Unclaimed dividend amount of Rs. 6,03,951 for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013. The due date for transferring the amount to the IEPF was March 05, 2024 however, the Company transferred the amount on April 18, 2024.

Clarification 2: Register and transfer agent of the company fails to provide IEPF-1 related data within prescribed time period that is why company delayed in filing of Form IEPF-1 and transferring of Rs. 6,03,951 to Investor Education and Protection Fund (IEPF). In the meeting of board of director held on 14^th August, 2024 takes this issue seriously and intimate RTA to work effectively otherwise service will be terminated.

Observation 3: Quarterly and annual financial results are required to be submitted with stock exchange within 30 minutes of the conclusion of the board meeting approving the same however financial results for the quarter and year ended March 31, 2023 and quarter ended September 30, 2023 submitted with delay of 30 and 5 minutes.

Clarification 3: Company clarifies that due to remote location of the place where meetings held i.e. factory where connectivity issue arises that is why company fails to upload the results within prescribed time limit. However, management has noted the defaults and update system to enhance connectivity so that company will timely compliance regarding submission of disclosures.

ANNUAL RETURN

Pursuant to Section 134[3)[a) and Section 92(3) of the Act read with Companies [Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website viz. www.pgfoils.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE F INANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2024 before the date of report dated 29^th August, 2024 affecting financial position of the Company in any substantial manner.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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.

ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and Companies [Acceptance of Deposits) Rules, 2014.

PREVENTION OF INSIDER TRADING CODE

As per SEBI [Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mrs. Bhawana Songara, Company Secretary cum Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.

The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has formulated an internal Policy on Sexual Harassment at Workplace [Prevention, Prohibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.

The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee.

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

a.	Number of complaints pending as on 1st April 2023	Nil
b.	Number of complaints filed during the period 1st April 2023 to 31st March 2024	Nil
c.	Number of complaints disposed of during the period 1st April 2023 to 31st March 2024	Nil
d.	Number of complaints pending as on 31st March 2024	Nil

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

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "II" forming part of this report.

CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.

OTHER MATERIAL DISCLOSURES

The Income Tax Authorities had conducted search activity during the month of December 2023 at Corporate office of the Company situated at P G Foils Limited Pipalia Kalan Distt. Pali Rajasthan- 306307. Company extended full corporation to the Income Tax Officials during the search and provided all required details, clarifications and documents. As on the date of this report, Company has not received any communication from the Department regarding the Outcome of search, therefore, the consequent impact of any demand/penalty if any has not been given impact in the financial statement as same is not ascertainable. Management after considering all available records and facts known to it, is of the view that there is no material adverse impact on the financial position of the company and no material adjustments are required to be made in financial statement for the financial year ended 31^st March, 2024 in this regard.

OTHER DISCLOSURES

• There was no revision of financial statements and Board''s Report of the Company during the year under review;

• There has been no change in the nature of business of the Company as on the date of this report;

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

• The requirement to disclose the details of difference between amount of 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.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

---

Mar 31, 2023

We have pleasure in presenting the 44^th Annual Report, together with the Audited Financial Statements of the Company for

the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The audited financial results of the Company for the year ended March 31^st, 2023 are summarized below:

(Rs. in Lacs)

Particulars	2022-23	2021-22
Revenue from Operations	33731.81	39,453.60
Add: Other Income	3677.67	2,850.92
Total Income	37409.48	42,304.52
Total Expenses	36763.91	35,609.05
Profit/(Loss) before Depreciation, Tax and Extraordinary Items	645.57	6,695.47
Less: Depreciation	406.09	415.06
Profit/(Loss) before Taxation and Extraordinary Items	239.47	6,280.41
Add: Exceptional Items	Nil	Nil
Profit before Tax	239.47	6,280.41
Less: Current Tax	130.69	1,465.08
Less/(Add): Deferred Tax	86.63	158.87
Profit for the year	22.15	4,656.46

OPERATIONS (GENERAL REVIEW)

During the year, your company achieved a Gross turnover excluding trading turnover of Rs. 309.07 Crores as against Rs.
339.54 Crores in the previous year.

Profit before tax for the year is Rs. 2.39 Crores compared to profit of Rs. 62.80 Crores in last year, Lower, mainly due to Foreign
Exchange Loss due to increase in Dollor rates in international market and low demand of Aluminium Foils in market.

Exports have decreased to Rs. 6768.48 Lacs from Rs. 2865.48 Lacs in last year.

DIVIDEND AND TRANSFER TO RESERVES

No Interim and Final Dividend declared by Board of Director''s of the company during the financial year ended 31^st March, 2023.
Also, Company has not transferred any amount to General Reserve for the year under review.

SHARE CAPITAL
EQUITY SHARE CAPITAL

(i) Authorised Capital:

Particulars	No. of Shares		Amount In Lacs
	As at 31.03.2023	As at 31.03.2022	As at 31.03.2023	As at 31.03.2022
Equity Shares of Rs. 10 each
At the beginning of the period	1,50,00,000	1,50,00,000	1,500.00	1,500.00
Add: Additions during the period	-	-	-	-
Less: Reduction during the period	-	-	-	-
At the end of the period	1,50,00,000	1,50,00,000	1,500.00	1,500.00
Grand Total	1,50,00,000	1,50,00,000	1,500.00	1,500.00

ii. Issued, Subscribed and Paid up

Particulars	No. of Shares		Amount In Lacs
	As at 31.03.2023 As at 31.03.2022		As at 31.03.2023 As at 31.03.2022
Equity Shares of Rs. 10 each fully paid up At the beginning of the period	90,93,000	81,10,000	909.30	811.00
(8110000 shares full paid up out of 8121600) Add: Additions during the period (**)	17,80,000	9,83,000	178.00	98.30
Less: Reduction during the period	-	-	-	-
At the end of the period	108,73,000	90,93,000	1087.30	909.30
Total	108,73,000	90,93,000	1087.30	909.30

(*) 11600 partly paid up equity shares forefited amounting to Rs. 61025

(**) During the year under review, the Company has converted 17,80,000 warrants into equity shares on dated 20.10.2022.
ACCREDITATION

Company continuous to enjoy below mentioned certificates:

• ISO 9001:2015 certificate on 22^nd May, 2018 by BVQI.

• DMF Type III certificate on 28^th October, 2011

• ISO - 15378 : 2017 (GMP) certificate on 29^th April, 2019

• BIS certificate on 09^th August, 2018

• IVM, Germany on 24^th June, 2018

CREDIT RATING:

The ratings given to the Company by Care Ratings Limited, during the financial year ended 31st March 2023 is given below:

Facilities	Amount (Rs. Crore)	Rating	Rating Action
Long Term Bank Facilities	100.00 (Enhanced from 90.00)	CARE A-; Stable (Single A Minus; Outlook: Stable)	Reaffirmed
Long Term / Short Term Bank Facilities	95.00 (Enhanced from 55.00)	CARE A-; Stable / CARE A1 (Single A Minus; Outlook: Stable / A One)	Reaffirmed
	195.00
Total Facilities	(Rs. One Hundred Ninety-Five Crore Only)

BOARD OF DIRECTORS

i. Number of the Meeting of the board

The Board met six times during the year, details of which are given in the Corporate Governance Report forming part
of the Integrated Annual Report.

ii. Appointment / Re-appointment

Based on the recommendations of the Nomination and Remuneration Committee, the Board, in terms of the
provisions of the Companies Act, 2013, re-appointed Mr. Narendrakumar Ambalal Porwal (DIN 08066542) as a Non¬
Executive Independent Director for a second consecutive term of five years with effect from 12th February, 2023.
The Shareholders of the Company, by way of an special resolution passed through postal ballot, approved the re¬
appointment of Mr. Narendrakumar Ambalal Porwal as a Non-Executive Independent Director of the Company.

iii. Resignations/Retirements/Retirement by rotation

Mr. Pankaj P Shah retires by rotation at the forthcoming Annual General Meeting and being eligible has offered
himself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for
his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.

iv. Declaration of independence

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013
that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the
SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the
same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and
experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity and
possess the requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities
as mandated by the Companies Act, 2013 and Listing Regulations diligently.

v. Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of the Company have been registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency
Self- Assessment Test.

vi. Directors and officers Insurance (‘D&O’)

On a voluntary compliance basis, the Company has taken Directors and Officers Insurance (''D&O'') for its Directors
and members of the Senior Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing
Regulations.

vii. Board Evaluation

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried
out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation
issued by Securities and Exchange Board of India on 5th January 2017 and as per the Corporate Governance
requirements prescribed by SEBI Listing Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from
all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee
Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a
separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors;
performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the
views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed
the performance of the Board, its Committees and individual Directors.

viii. Familiarization Programme for Independent Directors

The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles,
rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the
Company and related matters are put up on the website of the Company at https://www.pgfoils.in/reports/29/
Disclosure

ix. Board Skills Matrix

Pursuant to the provisions of sub-para 2(h) of Part C of Schedule V of the Listing Regulations below is the Board
skills matrix representing some of the key skills that our Board has identified as particularly valuable to the effective
oversight and functioning of the Company.

Particulars	Pankaj	Sahil	Sakshi	Vimal	N.K.A	Amit
	Shah	Shah	Shah	Dhadda	Porwal	Aggarwal
Board Experience - Experience as a director of a company, preferably of a listed company.	V	V	V	V	V
General/Business Management - Managing people and achieving change including experience as senior member of a management team in a similar or larger sized organisation.	V	V	V	V	V	V

Business/Corporate Planning Experience - Experience in business/corporate planning for public or private sector boards.	¦/	¦/		¦/
Leadership Experience - Experience serving as a Chairperson of a Corporate/Committee, or in other positions of leadership.	¦/	¦/		¦/		¦/
Financial and Accounting Expertise - Qualifications and experience in accounting and/or finance and the ability to comprehend company accounts, financial material presented to the board, financial reporting requirements and an understanding of corporate finance.	¦/	¦/		¦/		¦/
Risk Assessment - Experience in the process of identifying principal corporate risks and to ensure that management has implemented the appropriate systems to manage risk.	¦/	¦/		¦/
Industry (Manufacturing) Experience - Experience in and knowledge of the industry in which the Company operates or experience in the production, marketing and sales of manufactured goods.	¦/	¦/	¦/			¦/
Legal, Regulatory and Compliance - Experience in law and compliance with a publically listed company or major organization and/or experience providing legal/regulatory advice and guidance within a complex regulatory regime.	¦/	¦/
Technical Skills - Technical/professional skills and specialist knowledge to assist with ongoing aspects of the board''s role.	¦/	¦/
Strategy - Ability to think strategically and identify and critically assess strategic opportunities and threats and develop effective strategies for the Company.	¦/	¦/		¦/	¦/
Commercial experience - A broad range of commercial/ business experience.	¦/	¦/	¦/	¦/	¦/	¦/

COMMITTEES OF THE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Shareholder''s / Investors Grievance Committee

3. Nomination and Remuneration/ Compensation Committee

4. Corporate Social Responsibility Committee

5. Independent Director Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on
Corporate Governance, which forms a part of this Annual Report. During the year under review, all material recommendations
made by the various committees have been accepted by the Board.

KEY MANAGERIAL PERSONNEL

In terms of the Section 203 and Section 2(51] of the Companies Act, 2013, following are the Key Managerial Personnel (KMP)
of the Company as on the date of this report:

SL. No.	Name of Person	Designation
1.	PANKAJ P SHAH	MANAGING DIRECTOR
2.	SAHIL P SHAH	WHOLE TIME DIRECTOR
3.	NAVEEN KUMAR JAIN	CHIEF FINANCIAL OFFICER
4.	BHAWANA SONGARA	COMPANY SECRETARY

During the year under review, there is no change in the Key Managerial Personnel of the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosures pertaining to remuneration as required under Section 197(12] of the Act & Rule 5(2] and 5(3] of the Companies
(Appointment and Remuneration of Managerial Personnel] Rules, 2014 are as under:

Director/KMP:

Sr. No	Name of Director/ KMP	Designation	Remuneration of Director/ KMP for Financial Year 2022-23	% increase in Remuneration in the Financial Year2022-23	Ratio of remuneration of each Director/to median remuneration of employees
1	PANKAJ P SHAH	Managing Director	1260000	0%	8.64
2	SAHIL P SHAH	Whole Time Director	1200000	0%	8.23
3	SAKSHI SAHIL SHAH	Non-Executive Director	600000	0%	4.11
4	VIMAL CHAND DHADDA	Independent Director	10000	0%	0.07
5	NARENDRAKUMAR AMBALALPORWAL	Independent Director	20000	0%	0.14
6	AMIT AGGARWAL	Independent Director	20000	0%	0.14
7	NAVEEN KUMAR JAIN	Chief Financial Officer	582000	0%	3.99
8	BHAWANA SONGARA	Company Secretary	144000	0%	0.99

Top 10 Employees:

Sr. No	Name of Top 10 Employees	Remuneration of Top 10 Employees for Financial Year 2022-23	% increase in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each top ten employees to median remuneration of employees
1	MR. P.K. MEWARA	840000	0%	5.76
2	MR. SURESH CHANDRA JAIN	799140	0%	5.48
3	MR. SUNIL RAJ JAIN	780072	0%	5.35
4	MR. M.R. JAIN	725552	0%	4.98
5	MR. AJEET SINGH	687000	0%	4.71
6	MR. SURENDRA SINGH KURI	666000	0%	4.57
7	MR. D.K. JAIN	600000	0%	4.11
8	MR. GAUTAM GIRI	540000	0%	3.70
9	MR. MITHUN GIRI	456000	0%	3.13
10	MR. ASHOK SINGH	452400	0%	3.10

(I) The median remuneration of employees of the Company during the financial year was Rs.1,45,822/-

(ii) The percentage increase in the median remuneration of employees for the Financial Year was 5.668 %.

(iii) The Company had 468 permanent employees on its rolls as on 31^st March 2023.

(iv) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
RELATED PARTY TRANSACTION

[Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 & R.23 of SEBI Listing Regulations]

During year under review, all the contract[s)/arrangement[s)/transaction[s) entered into by the Company with its related
parties were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee is obtained for such related party transactions, which are foreseen and of
repetitive nature. Pursuant to the said omnibus approval, details of Transactions entered into are also reviewed by the audit

Committee on a periodic basis. Further, all the related party transactions entered into During year under review were on an
arm''s length basis and In the ordinary course of business of the company.

The particulars of Contracts or Arrangements made with related parties is furnished in Notes to Financial Statements no. 40
and is attached to this report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related
Party Transactions. The Policy can be accessed on the Company''s website at https://www.pgfoils.in/reports/29/Disclosure

POLICY ON NOMINATION & REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on the appointment of Board
members including criteria for determining qualifications, positive attributes, independence of a director and the policy on
remuneration of directors, KMP and other employees is given in "Annexure-C" to this report and also available on the website
of the Company at https://www.pgfoils.in/reports/29/Disclosure

DIVIDEND DISTRIBUTION POLICY

[R. 43A of SEBI Listing Regulations]

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework
to the Stakeholders of the Company. The policy sets out various factors, which shall be considered by the Board in determining
the dividend pay-out. available on the website of the company https://www.pgfoils.in/reports/29/Disclosure

SUBSIDIARY & JOINT VENTURE COMPANIES

[R.129(3) of the Act read with Companies (Accounts) Rules, 2014]

The Company did not have any subsidiary as on 31st March 2023.

FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2023 has been
prepared in accordance with the Indian Accounting Standards (IND AS] notified under Section 133 of the Companies Act, 2013
read with the Companies [Accounts] Rules, 2014 as amended from time to time. The estimates and judgements relating to
the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2023.
The noted to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an
integral part of this report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal 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, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

In terms of Section 118(10] of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ''Meetings of
the Board of Directors'' and ''General Meetings'' respectively as specified by the Institute of Company Secretaries of India and
approved by the Central Government.

RISK MANAGEMENT

Company follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed
by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that
may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and
determining a response strategy.

The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and
operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of
the overall business risk management framework.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI [LODR] Regulations, 2015 Report on Management Discussion and Analysis is annexed separately.
INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to
achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India [SEBI], the Company''s shares are being compulsorily traded
in the dematerialization mode with effect from 2^nd of April, 2001. Necessary agreements have been entered by the Company
with NSDL, CDSL and with M/s BigShare Services Private Limited, who is registrar for transfer of shares [Demat and physical]
of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3] of section 134 of Companies Act, 2013 of your Directors would like to inform
the members that the audited accounts for the financial year 31^st March 2023 are in full conformity with the requirements of
the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates,
Chartered Accountants, Pali. The Directors further confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to 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 profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(d) they have prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis; and

(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and
operating effectively

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

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee
was constituted. The details about committee composition and terms of reference of the committee are given in the Corporate
Governance Report and details of CSR activities as required under Section 135 of the Companies Act, 2013 are given in
Annexure ''A''

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at https://www.pgfoils.
in/csr.html#csr

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices in corporate governance, in letter and
spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor''s Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN, INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of Companies Act, 2013 and SEBI (LODR) 2015 in relation to
Loan, Investment & Guarantee given by the company during the financial year ended 31^st March 2023.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing
Regulations. The details of the same are disclosed in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 & as per Regulation 22 SEBI (LODR) Regulations,
2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of
employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual
or suspected fraud or violation of your Company''s Code of Conduct. Adequate safeguards are provided against victimization
to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Vigil
Mechanism is available on your Company''s website https://www.pgfoils.in/reports/29/Disclosure

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder, unclaimed dividend amount of Rs. 407,692.00 of the Company for the Financial Year
2015-16 has been transferred to IEPF established by the Central Government pursuant to Section 125 of the Companies
Act, 2013.

During the year under review, 61077 equity shares have been transferred to IEPF Authority under Section 125 [2) of the
Companies Act, 2013 and the IEPF [Accounting, Audit, Transfer and Refund) Rules, 2016.

The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:

Name: Sahil P Shah Email: [e-mail]

Information in respect of unclaimed dividend when due for transfer to IEPF are given below:

Financial Year	Interim/Final Dividend per Equity Share	Date of Declaration	Due date/ Cut-off date to transfer to IEPF
2021-22	Interim Dividend 2.00	15th November, 2021	14th November, 2028
2017-18	Interim Dividend 1.20	12th February, 2018	11th February, 2025
2016-17	Interim Dividend 1.10	06th March, 2017	05th March, 2024

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The
Company has identified and documented all key internal financial controls, which impact the financial statements, as part
of its Standard Operating Procedures [SOP). The SOP''s are designed for all critical processes across all its plants and offices
wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing
monitoring and review process of the management and independently by the internal auditors. In our view the internal financial
controls, affecting the financial statements are adequate and are operating effectively.

AUDITORS

i. STATUTORY AUDIT

M/s Sharma Ashok Kumar & Associates, Charted Accountants, Pali the Auditors of the Company, to audit the
accounts of the company for the Financial Year 2023-2024. As required under the provisions of the Section 139
of the companies'' act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar &
Associates, Chartered Accountants, Pali aware that their appointment if made would be in conformity with the limits
specified in the Section.

ii. AUDITOR’S REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and
give the required information.

iii. COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the
Company for the year ending 31st March, 2023. Pursuant to the provisions of Section 148 of the Companies Act,
2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration
payable to M/s. Rajesh & Company, Cost Accountants, Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2022-23 is 30th September, 2023. The
Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their 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.

iv. SECRETARIAL AUDIT

During the year under review, M/s M Sancheti & Associates, Practicing Company Secretaries who was appointed as
the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company
for the financial year ended 31st March, 2023. The Secretarial Audit Report, which forms a part of the Annual Report
is self-explanatory in nature and contains certain qualifications and clarification by the board, which are as follows:

Observation (1): Pursuant to rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, every company shall within a period of sixty days after the holding of Annual
General Meeting Form No. IEPF-2, containing details of unclaimed amounts, as referred in subsection (2) of section
125 of the Act. However, the Company had filed same on 20th March, 2023 i.e. with delay of 172 days after the
Annual General Meeting held on 29th September, 2022.

Clarification (1): Register and Share transfer agent of the company fails to provide IEPF-2 related data within
prescribed time period that is why company delayed in filing of Form IEPF-2. In the meeting of board of director
held on 30th May, 2023 takes this issue seriously and intimate RTA to work effectively otherwise service will be
terminated and company will make an apply application for No objection certificate ("NOC") if any delay in providing
data in future.

Observation (2): Quarterly and annual financial results are required to be submitted with stock exchange within 30
minutes of the conclusion of the board meeting approving the same however financial results for the quarter and
year ended 31st March , 2022, quarter ended 30th June , 2022 and quarter ended 30th September, 2022 submitted
with delay of 33, 20 and 12 minutes.

Clarification (2): Company clarifies that due to remote location of the place where meetings held i.e. factory
where connectivity issue arises many times Company struggles some time to make timely compliances however,
management has noted the defaults and observe a process to make timely compliance regarding submission of
outcome and other disclosures. To rectify this issue company has changed network service provider for better
internet connectivity to comply all the applicable compliances within prescribed limits.

Observation (3): Disclosures of related party transactions for the half year ended 30th September, 2022 submitted
in pdf format instead of XBRL format.

Clarification (3): Company has disclosed related party transactions within 2 days of the meeting in PDF format but
fails to file in XBRL format due to non-availability of XBRL utility on BSE Listing center due to technical glitch and
the same was informed to BSE. Further company has also paid fine of Rs.165200/- for non-compliance of the same.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website viz. https://www.pgfoils.
in/reports/7/mgt-7

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

The Management does not perceive any material changes occurred subsequent to the close of the financial year as on
March 31, 2023 before the date of report dated 29^th August, 2023 affecting financial position of the Company in any
substantial manner.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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.

ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and
Companies (Acceptance of Deposits) Rules, 2014.

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules made there under, the Company has formulated an internal Policy on Sexual Harassment at Workplace
(Prevention, Prohibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence
of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.

The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 by setting up the said Committee.

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

a.	Number of complaints pending as on 1st April 2022	Nil
b.	Number of complaints filed during the period 1st April 2022 to 31st March 2023	Nil
c.	Number of complaints disposed of during the period 1st April 2022 to 31st March 2023	Nil
d.	Number of complaints pending as on 31st March 2023	Nil

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

Information in accordance with the provision of the Clause (m) of sub-section (3] of section 134, read with Companies Disclosure
of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption &
Foreign Exchange earnings and outgo is given in the Annexure "B" forming part of this report.

CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute
forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual result might differ.

OTHER DISCLOSURES

• There was no revision of financial statements and Board''s Report of the Company during the year under review;

• There has been no change in the nature of business of the Company as on the date of this report;

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

• The requirement to disclose the details of difference between amount of 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.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places
on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central
Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

Registered Office: By Order of the Board

For P G Foils Limited

6, Neptune Tower,

Ashram Road,

Ahmedabad - 380 009

Pankaj Raj Shah Sahil P Shah

Place: Pipalia Kalan Managing Director Whole Time Director

Date:August 29, 2023 DIN 00160558 DIN 01603118

---

Mar 31, 2018

Dear Shareholders

The have pleasure in presenting the 39th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 312018.

FINANCIAL HIGHLIGHTS

(RS. IN LACS)

PARTICULARS	2017-18	2016-17
TOTAL REVENUE	27051.50	28482.51
TOTAL EXPENSES	25035.75	25509.57
PROFIT/(LOSS) BEFORE DEPRECIATION TAX AND EXTRAORDINARY ITEMS	2015.75	2972.94
LESS: DEPRECIATION	(340.04)	(252.73)
PROFIT/(LOSS) BEFORE TAXATION AND EXTRAORDINARY ITEMS	1675.71	2720.21
ADD: EXTRAORDINARY ITEMS	0	0
PROFIT BEFORE TAX	1675.71	2720.21
LESS: CURRENT TAX	815.81	533.93
LESS/(ADD): DEFERRED TAX	129.91	123.92
PROFIT FOR THE YEAR	729.99	2062.36

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared Interim Dividend @ 12% of Rs 1.20 per Equity Share of Rs 10/- each on 12th February, 2018 which has been paid. No final dividend was recommended by the Board and the Interim Dividend declared is the Dividend on the Equity Shares of the Company for the Financial Year Ended March 2018.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover of Rs.253.03 Crores as against Rs. 249.61 Crores in the previous year.

Profit before tax for the year is Rs. 16.75 Crores compared to profit of Rs. 27.20 Crores in last year, lower mainly due to demand of C forms raised by department 4.52 Cr along with interest and penalty.

Exports have increased to Rs. 2690.78 Lacs from Rs. 2448.28 Lacs in last year.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles of Association of the Company Smt. Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible offers himself for re-appointment.

Further the Board of Directors appointed Shri Narendra Kumar Ambalal Porwal (DIN 08066542) as Independent, Non-Executive Additional Director of the Company for a period of five years effective from February 12,2018 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the forthcoming Annual General Meeting.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah Managing Director has been honored and awarded “Indian Leadership Award for Industrial Development” by All India Achievers Foundation New Delhi and Manufacturer of the year in Foil Industry of India by Times of India Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on Management Discussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI) the Company’s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April 2001. Necessary agreements have been entered by the Company with NSDLCDSL and with M/s Big Share Services Private Limited who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31st March 2018 are in full conformity with the requirements of the Companies Act 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates Chartered Accountants Pali.

The Directors further confirm that:-

a. The applicable Ind AS have been followed in the preparation of the Annual Accounts and proper explanations have been furnished relating to material departures if any;

b. Accounting Policies have been selected and applied consistently and reasonably and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013 a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under Section 135 of the Companies Act 2013 are given in Annexure ‘B’.

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor’s Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of companies’ act 2013in relation to Loan Investment & Guarantee given by the company during the financial year ended 31st March 2018.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 & as per Regulation 22 SEBI (LODR) Regulations 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of your Company’s Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct.

Access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Company’s websitewww.pgfoils.in

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls which impact the financial statements as part of its Standard Operating Procedures (SOP). The SOP’s are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls affecting the financial statements are adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the entire requirement as stipulated in Section 149(6) of the Companies act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali the Auditors of the Company to audit the accounts of the company for the Financial Year 2017-18. As required under the provisions of the Section 139 of the companies’ act 2013 the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates Chartered Accountants Pali aware that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR’S REPORT

Observations in the Auditor’s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March 2019. Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2017-18 was 30th September 2018. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their re-appointment if made would be within the prescribed limits under Section141(3) (g) of the Companies Act 2013 and that they are not disqualified for re-appointment.

SECRETARIAL AUDIT

During the year under review M/S M Sancheti & Associates Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2018. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, no complaints were received by the Company related to sexual harassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134 read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014 regarding conservation of Energy Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure “A” forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks Institutions the Central Government the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

BY ORDER OF THE BOARD

FOR P G FOILS LIMITED

PLACE : PIPALIA KALAN (PANKAJ P SHAH)

DATE : AUGUST 14,2018 MANAGING DIRECTOR

DIN 00160558

---

Mar 31, 2016

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the shareholders.

Dear Shareholders,

The Board presents its 37th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31 st I March, 2016.

FINANCIAL HIGHLIGHTS

(Rs, in Lacs)

	Particulars	2015-16	2014-15
	Total Revenue	21730.38	25837.90
	Total Expenses Profit/(Loss) before Depreciation,	21047.89	24351.14
	Tax and Extraordinary Items	682.49	1486.76
	Less: Depreciation Profit/(Loss) before Taxation and	274.79	239.14
	Extraordinary Items	407.70	1247.62
	Add: Extraordinary Items	999.94	(440.03)
	Profit before Tax	1407.64	807.59
	Less: Current Tax	482.31	356.27
	Less/Add): Deferred Tax	(43.51)	(10.20)
	Profit for the year	968.84	461.52

DIVIDEND AND TRANSFER TO RESERVES The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared interim dividend of Rs. 1.00 per Equity share of Rs. 10/- cach on I 12th February, 2016 which has been paid. No final dividend was recommended by the Board and the interim dividend declared be the Dividend on the Equity Shares of the Company for the Financial year ended March, 2016.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Cross turnover I excluding trading turnover of Rs. 232.44 Crores as against Rs. I 239.12 Crores in the previous year.

Profit before tax for the year is Rs. 14.08 Crores compared to profit of Rs. 8.08 Crores in last year, higher mainly due to I extraordinary receipts.

Exports have decreased to Rs. 1710.85 Lacs from Rs. 1806.59 Lacs in last year.

ISO 9001 -2008 CERTIFICATION

i The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and I Articles of Association of the Company, Shri Sahil R Shah and Smt Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offers them self for re-appointment.

Further The Board of Directors re-appointed Shri Abhay P Shah (DIN 00160590) as Whole-time Director of the Company with I designation "Executive Director" for a further period of five years effective from April 30, 2016 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the for throwing Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Big share Services Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31 st March 2016 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali. . The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating Lo material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2016 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure- "B”

CORPORATE GOVERNANCE

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Membersand Senior Management Personnel;

ii) Management Discussion and Analysis;

iii) Report on Corporate Governance and;

iv) Auditors'' Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN, INVESTMENT & GUARNTEE

The company have complied with all the provisions of seclion I 18b of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31 st March 2016.

WHISTLE BLOWER POLICY I The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report I to the management concerns about unethical behaviour, actual I or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against I victimization of employees to avail ol the mechanism and also provides for direct access to the Chairman of the Audit I Committee in exceptional cases. None of the personnel of the I Company has been denied access to the Audit Committee.

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related I parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS I The Company has adequate internal fanatical control procedures I commensurate with its size and nature of business. The Company I has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard I Operating Procedures (SOP). The SOPs are designed for all I critical processes across all its plants and offices wherein financial I transaction are undertaken. The financial controls are tested for I operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls, affecting the financial statements are adequate and are operating effectively. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to I the Board that they fulfil all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify I themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules. AUDITORS

I M/s Sharma Ashok Kumar & Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the I company for the Financial Year 2015-16. As required under the I provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pali aware I that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR''S REPORT I Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the I required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been I appointed for auditing cost accounting records of the Company for the year ending 31st March, 2017. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost I Accountants, Jaipur. I

The due date for filing of the Cost Audit Reports for the financial year 2015-16 was 30th September, 2016. The Company has filed the Reports with the Ministry of Corporate Affairs within due dale.

The Company has received letter from Cost Auditor to the effect that their 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. ;

SECRETARIAL AUDIT

During the year under review, M/S M Sancehti & Associates Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2016. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLIO’

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-2016, no complaints were received by the Company related to sexual harassment

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

Information in accordance with the provision of the Clause (m) of | sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" |forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its d. ep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and under standing shown by the Members in the Company.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Rpalia Kalan ( PANKAJ P SHAH )

Date : August 13, 2016 Managing Director

DIN 00160558

---

Mar 31, 2015

Dear Shareholders,

The Board presents its 36th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31stMarch,2015.

FINANCIAL HIGHLIGHTS

(Rs,in Lacs)

Particulars 2014-15 2013-14

Total Revenue 25832.84 19745.05

Total Expenses 24346.08 19575.30

Profit/(Loss) before Depreciation,

Tax and Extraordinary Items 1486.76 169.75

Less: Depreciation 239.14 290.71

Profitless) before Taxation and Extraordinary Items 1247.62 -120.96)

Add: Extraordinary Items (440.03) 832.67

Profit before Tax 807.59 711.71

Less: Current Tax 356.27 256.75

Less/(Add): Deferred Tax (10.20) (91.65)

Profit for the year 461.52 546.61

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for miss year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 27380.92 Lacs as against Rs. 20508.89 Lacs in the previous year.

Profit before tax and extra ordinary income has increased to Rs. 1247.62 Lacs from Loss of Rs. 120.96 Lacs of previous year mainly due to improvement in margin and increase in production on account of closer of few foil manufacturing units.

Exports have increased to Rs. 1806.59 Lacs from Rs. 1698.15 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Shri Sahil P. Shah is liable to retire by rotation and being eligible offers himself for re-appointment Pursuant to-the provisions of Section 161 (1) of me Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sakshi S Shah was appointed as Additional Director w.e.f. 27th March, 2015 and he shall hold office up to the conclusion of 37th Annua) General Meeting of the Company in the calendar year 2016 and in respect of whom the Company has racer dear notice writing-under section M9«f - the Companies act, 2013 from a member proposing his candidature for the office of director, be arid is hereby appointed as woman director the company Mrs. Sakshi S Shah is not disqualified from being appointed as a Director in terms of Section 164 of the Act and have given their consent to act as Director.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demas and physical) of the company.

DIRECTORS RESPONSIBIHTYSTATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31 st March 2015 are in full conformity with the requirements of the Companies Act, 2013, The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali, The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF LOAN, INVESTMENT & CUARNTEE

The company have complied with ad the provisions of section 186 of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31st March 2015.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 50 and is attached to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar& Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the company for the Financial Year 2015-16. As required under the provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pail aware that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR'S REPORT

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2016. Pursuant to the provisions of Section 148 of the Companies Art, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur. The due date for filing of the Cost Audit Reports for the financial year 2014-15 was 30th September, 2015. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect mat their 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

SECRETARIAL AUDIT

During the year under review, M/S M Sanceht & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment

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

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAMIERS MADE BY THE AUDITORS AND THE PRACTICING COMPANYSECRETARYIN THEIR REPORT

There was no qualifications, reservations-or adverse remarks made by the auditors in their report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company,

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Pipalia Kalan (PANKAJ P SHAH)

Date : August 11, 2015 Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Board presents its 35th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rsin Lacs) Particulars 2013-14 2012-13

Total Revenue 19745.05 19652.03

Total Expenses 19575.30 19330.69

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 169.75 321.34

Less: Depreciation 290.71 313.40

Profit/(Loss) before Taxation and Extraordinary Items (120.96) 7.94

Add: Extraordinary Items 832.67 590.40

Profit before Tax 711.71 598.34

Less: Current Tax 256.75 183.72

Less/(Add): Deferred Tax (91.65) 24.74

Profit for the year 546.61 389.88

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20508.89 Lacs as against Rs. 20583.20 Lacs in the previous year.

Profit before tax and extra ordinary income has decreased to Loss of Rs. 120.96 Lacs from profit of Rs. 7.94 Lacs of previous year mainly pressure on margin due to price war on excess supply market on account of capacity addition by existing and new units in industry and cheaper import.

Exports have increased to Rs.1698.15 Lacs from Rs. 751.56 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Shri Sahil P Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

Further, in terms of section 152 of the Companies Act, 2013 your Board recommends for shareholders'' approval, the period of office of Shri Pankaj Raj Shah, Managing Director and Shri Abhay Raj Shah, Whole Time Director of the Company, to be liable to determination by rotation. Your directors has approved in its board meeting held on 17.01.2014, re-appointment of Shri Pankaj Raj Shah as Managing Director of the Company for further period of 5 years from 17.01.2014 on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Arun Mohanalal Joshi was appointed as Additional Director designated as an Independent Director w.e.f. 13th August, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Arun Mohanalal Joshi for appointment as an Independent Director.

Shri Hemant Kumar Nema vacated office of Director pursuant to Section 167 of the Companies Act, 2013 on account of his absence from all meetings of Board of Directors held during a period of 12 months without obtaining leave of absence from the board and subject to the provision of Articles of Association of the Company. Board took note of vacation of office of Director in the Board meeting held on 13.08.2014. 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 Clause 49 of the Listing Agreement with the Stock Exchanges.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2014 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s H M Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and resigned due to inability to accept reappointment. Board in their meeting dated

13.8.2014 has proposed M/s chartered

Accountant to audit the accounts of the company for the Financial Year 2014-15. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s

Chartered Accountant, aware that their

appointment if made would be in conformity with the limits specified in the Section.

AUDITORS REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. M/s. Rajesh & Company, Cost Accountants, Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2012-13 was 30th September, 2013. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their 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.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board Ashram Road, For P G Foils Limited AHMEDABAD-380 009

Place : Pipalia Kalan ( PANKAJ P SHAH ) Date : August 13, 2014 Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Board presents its 34th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS



(Rs. in Lacs)

Particulars 2012-13 2011-12

Total Revenue 19652.03 20184.79

Total Expenses 19330.69 19255.65

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 321.34 929.14

Less: Depreciation 313.40 359.52

Profit/(Loss) before Taxation and Extraordinary Items 7.94 569.62

Add: Extraordinary Items 590.40 263.00

Profit befor Tax 598.34 832.62

Less: Current Tax 183.72 228.38

Less/(Add): Deferred Tax 24.74 0.53

Profit for the year 389.88 603.71

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20583.20 Lacs as against Rs. 20748.82 Lacs in the previous year.

Profit before tax was decreased to Rs. 598.34 Lacs from profit ofRs. 832.62 Lacs of previous year mainly pressure on margin due to excess supply on account of capacity addition by existing and new units in industry and cheaper import.

Exports have increased to Rs. 751.56 Lacs from Rs. 571.20 Lacs.

ISO 9001 -2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vimal Dhadda and Mr. Udhan Kumar Chordia retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Brief resume of the Director(s) proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBl), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year ended 31st March 2013 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of i the state of affairs of the Company as at 31 st March 2013 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detectingfraud and other irregularities.

d. Tht annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

You r Company has been practici ng the princi pals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s H M Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2013-14. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s H M Singhvi & Co. that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR''S REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company has appointed M/s Rajesh & Company, Cost Accountants, Jaipur, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The cost audit report for the Financial Year 2012-13 which was due to be filed with the Ministry of Corporate Affairs on September 30,2013.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities duringtheyear.

Specific acknowledgement, is also made for the confidence and understanding shown by the Members in the Company.



REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Pipalia Kalan ( PANKAJ P SHAH )

Date : August 14, 2013 Managing Director

---

Mar 31, 2012

The Board presents its 33rd Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue 20184.79 14512.15

Total Expenses 19255.65 13200.42

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 929.14 1311.73

Less: Depreciation 359.52 332.27

Profit/(Loss) before Tax and Extraordinary Items 569.62 979.45

Add: Extraordinary Items 263.00 279.33

Profit before Tax 832.62 1258.79

Less: Current Tax 228.38 365.24

Less/(Add): Deferred Tax 0.53 -44.22

Profit for the year 603.71 937.77

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20748.82 Lacs as against Rs. 15444.35 Lacs in the previous year.

Profit before tax was decreased to Rs. 832.62 Lacs from profit of Rs. 1258.79 Lacs of previous year mainly pressure on margin due to new entrants in industry and cheaper import.

Exports have decreased to Rs. 571.20 Lacs from Rs. 1053.82 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sahil P. Shah and Mr. Hemant Nema retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Brief resume of the Director(s) proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Annexure of Notice of Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s. Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2012 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s. H. M. Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s. H. M. Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2012-13. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s H M Singhvi & Co. that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR'S REPORT

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company has appointed M/s Rajesh & Company, Cost Accountants, Jaipur, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2012-13.

The cost audit report for the Financial Year 2011–12 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2011.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

By order of the Board For P. G. Foils Limited

(PANKAJ P. SHAH) Managing Director

REGISTERED OFFICE

6, Neptune Tower, Ashram Road, AHMEDABAD-380 009

Place : Jaipur Date : September 1, 2012

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the audited annual account of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Rs. In Lacs 2010-11 2009-10

Net Sales & Other Incomes 14781.62 14035.54

Profit/(Loss) before 1580.60 741.83 Depreciation & Tax

Less: Depreciation 332.27 209.24

ProfitALoss) Before Taxation 1248.33 532.59

Less: Provision for Taxation 150.51 75.80 excluding Deferred Tax

Profit After Tax 1097.82 456.79

Add/less:Prior Period Adjustments 160.05 (170.61) and Deferred Tax

Add/Less:Profit Brought Forward 2971.15 2684.97

Profit available for appropriation 3908.92 2971.15

APPROPRIATION:

Less:Transfer to General Reserve 200.00 0.00

Less: Proposed Dividend 81.10 0.00

Less: Dividend Tax 13.47 0.00

Balance Carried forward 3614.35 2971.15

DIVIDEND

Your directors recommend a 10% dividend i.e. Re. 1/-for every equity shares of Rs. 10/- each fully paid-up, for the year 2010-11, aggregating to Rs. 81.10 Lacs, excluding dividend distribution tax.

OPERATIONS

During the year your company achieved a Gross turnover of Rs. 15342.31 Lacs as against Rs. 15263.42 Lacs in the previous year.

Profit before tax was increased to Rs. 1248.33 Lacs from profit of Rs. 532.59 Lacs of previous year mainly due to higher other income and receipt of 250 Lacs Key Man Insurance Maturity Income. During the year company has paid Rs. 250 Lacs towards premium of employer- employee policies on life of employees which has been debited to profit & loss account.

Exports have increased to Rs. 1053.82 Lacs from Rs. 875.73 Lacs.

Windmill installed at Jaisalmer for captive consumption generated 676558 units during 01.04.2010 to 31.03.2011. Company has installed one new 1.50 MW wind mill at Jaisalmer which has generated 713462 net billed units duringthe year.

ISO 9001-2000 CERTIFICATION

The company have been awarded ISO 9001:2000 certificate on 12th April 2005 by BVQI, which has been renewed for 3 years valid till 11th April 2011.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vimal Dhadda and Mr. Udhan Kumar Chordia retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31stMarch 2011 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a.The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures.

b.Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the company and the Profit & Loss account for the financial year ended 31st March, 2011.

c.Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

d.The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

AUDITORS

M/s H M Singhvi & Co. Chartered Accountants, Jaipur the Auditors of the Company will retire at this ensuing Annual General Meeting. The company has received their confirmation that their appointment if made and approved would be within the prescribed limits under section 224 (1-B) of the Companies Act 1956. Accordingly the said Auditors may be re-appointed as Auditors of the Company at this Annual General Meeting.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to gratefully acknowledge the valuable guidance and co-operation extended by the Central and State Government during the year under review. The Directors also express their gratitude to the company's bankers, shareholders, customers and also suppliers who had always supported the company and held in its growth.

Last but not the least, your directors take pleasure in placing on record their deep appreciation of the excellent contribution made by employees at all levels without which the company would not have achieved such good performance.

By order of the Board For P G Foils Limited (PANKAJ P SHAH) Managing Director

REGISTERED OFFICE 6,Neptune Tower, Ashram Road, AHMEDABAD-380 009

Place :Jaipur Date : 25th August 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual report of your Company together with the audited annual account of the Company for the year ended 31 st March, 2010.

FINANCIAL HIGHLIGHTS

Rs. In Lacs

2009-10 2008-09

NetSales & Other Incomes 14035.54 17149.80

Profit/(Loss) before 741.83 (126.73)

Depreciation & Tax

Less: Depreciation 209.24 111.96

Profity(Loss) Before Taxation 532.59 (238.69)

Less: Provision for Taxation 75.80 4.05

Excluding Deferred Tax

Profit After Tax 456.79 (242.74)

Add/less: Prior Period Adjustments (170.61) 98.16

and Deferred Tax

Add/Less: Profit Brought Forward 2684.97 2829.55

Profit available for appropriation 2971.15 2684.97

APPROPRIATION:

Less: Transfer to General Reserve 0.00 0.00

Less: Proposed Dividend 0.00 0.00

Less: Dividend Tax 0.00 0.00

Balance Carried forward 2971.15 2684.97

DIVIDEND

Your directors do not recommend any payment of Dividend for the year ended 31st March 2010.

OPERATIONS

During the year your company achieved a Gross turnover of Rs. 15263.42 Lacs as against Rs. 18456.77 Lacs in the previous year.

Profit before tax was increased to Rs. 532.59 Lacs from loss of Rs. (238.69) Lacs of previous year. During the year company has paid Rs. 250 Lacs towards premium of employer-employee polices and on life of employees and Rs. 450 Lacs towards renewal premium of Key Men Insurance Policy, which has been debited to profit & loss account.

Exports have increased to Rs. 875.73 Lacs from Rs. 554.07 Lacs.

Windmill installed at Jaisalmer for captive consumption generated 8,60,488 units during 01.04.2009 to 31.03.2010. Company has not received shortfall claim against guaranteed generation.

CAPITAL EXPENDITURE

The company has incurred the Rs. 50 Lacs on installing Holland Plant & Machinery and incurred Rs 13.55 Lacs on other plant & machinery items.

ISO 9001 -2000 CERTIFICATION

The company have been awarded ISO 9001:2000 certificate on 12th April 2005 by BVQI. And it has been renewed for 3 years valid till 11 th April 2011.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

CHANGE IN SHARE TRANSFER AGENT

M/s. Sharepro Services (India) Private Limited has been appointed as the Share Transfer Agents of the Company in place of Pinnacle Shares Registry Private Limited. Contact details of Sharepro Services (India) Private Limited have been provided under the Corporate Governance Section of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sahil P Shah and Mr. Hemant Nema retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable itto achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Companys shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreement have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company. DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217(2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2010 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a) The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relatingto material departures.

b) Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the company and the Profit & Loss account for the financial year ended 31st March, 2010.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

d) The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

Observations in the Auditors Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

AUDITORS

M/s H M Singhvi & Co. Chartered Accountants, Jaipur the Auditors of the Company will retire at this ensuing Annual General Meeting. The company has received their confirmation that their appointment if made and approved would be within the prescribed limits under section 224 (1-B) of the Companies Act 1956. Accordingly the said Auditors may be re-appointed as Auditors of the Company at this Annual General Meeting.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earning and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGMENTS

Your Directors wish to gratefully acknowledge the valuable guidance and co-operation extended by the Central and State Government during the year under review. The Directors also express their gratitude to the companys bankers, shareholders, customers and also suppliers who had always supported the company and held in its growth.

Last but not the least, your directors take pleasure in placing on record their deep appreciation of the excellent contribution made by employees at all levels without which the company would not have achieved such good performance.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMFDABAD-380 009

Place :Jaipur (PANKAJ P SHAH)

Date : 23rd August 2010 Managing Director