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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Pasupati Acrylon Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 41^st Annual Report of Pasupati Acrylon Limited (âthe Companyâ) together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

In compliance with the applicable provisions of Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âSEBI Listing Regulationâ) this report covers the financial results and other developments during the financial year ended 31^st March, 2024 and upto the date of the Board meeting held on 17^th May, 2024 to approve this report, in respect of the Company. FINANCIAL HIGHLIGHTS

A brief on the financial performance during the year under review as compared to the previous year is given below:-

(Rs. In Crore)

Particulars	2023-24	2022-23
Revenue from Operations	575.23	827.96
Other Income	10.77	8.42
Profit before Depreciation, Interest & Tax	26.85	58.20
Finance Cost	2.58	3.61
Depreciation	5.87	6.14
Profit before Taxes	18.40	48.45
Tax Expenses for the year	5.21	12.54
Profit after Taxes	13.19	35.91
Total Comprehensive Income	13.08	36.17

The financial statements for year ended 31^st March, 2024 have been prepared in accordance with applicable Indian Accounting Standards (Ind AS), notified under Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 and other relevant provisions of Companies Act, 2013. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company are available on website of the Company www.pasupatiacrylon.com.

RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year, the key highlights of the Companyâs performance during the Financial Year 2023-24 are as under:

â¢ Revenue from Operations was Rs. 575.23 Crores as against Rs. 827.96 Crores in the previous financial year.

â¢ EBIDTA was Rs. 26.85 Crores as against Rs. 58.20 Crores in the previous financial year.

â¢ Net Profit was Rs. 13.19 Crores as against Rs. 35.91 Crores in the previous financial year.

Revenue and Net profit during the year declined due to lower demand of acrylic fibre and negative return on CPP Segment caused by persistent fall in selling prices on account of excessive production capacity added in the market. Despite various challenges such as volatility in crude prices and raw material prices, dumping of acrylic fibre by China, Thailand and Belarus, foreign exchange fluctuations, the Company is focused on improvement in its revenue and net profit.

During the year, the Companyâs exports were 3,044 MT as compared to last yearâs exports 4,551 MT. The Company has exported to Dubai, Peru, Thailand, Morrocco, Tunisia, Ukraine, Turkey, Algeria, Kenya, Brazil, Poland, Ethopia etc. and is exploring possibilities of increasing exports and it is hopeful to achieve better exports in the coming years. The Company has also exported CPP product to Nepal.

DIVIDEND

As the Companyâs internal accruals is being utilized to set-up Ethanol Plant, the Board of Directors decided not to recommend any dividend for the financial year 2023-24.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding and/or overdue deposits as at 31^st March, 2024.

TRANSFER OF RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations is given as under:

a) INDUSTRY STRUCTURE AND DEVELOPMENT Acrylic Fibre

Acrylic Fibre is an integral part of the total textile fibre mix which satisfies clothing and other needs of an increasing population. Acrylic fibres are being extensively used for manufacturing various apparel such as sweaters, sportswear, socks, home furnishing, and industrial cloth due to their lightweight, flexibility, and low cost. With the rapid growth of the apparel & textile industry and increasing usage of acrylic fibres for making apparel, the overall acrylic fibre market is projected to rise at 3.9% CAGR between 2023 and 2033. Factors such as a rapidly growing population, changing lifestyle, increasing disposable income, and flourishing fashion industry are expected to indirectly influence the growth of acrylic fibre during the next ten years. The demand for acrylic fibers is anticipated to rise in the coming years, particularly due to the macroeconomic development of end-use sectors which is supported by regional GDP and population growth.

CPP Film

Packaging industry is an enormous economic generator on a global scale and is one of the largest & highest growth sectors of the Indian economy. Cast Polypropylene or CPP packaging films have several beneficial properties from industrial perspective such as transparency, high impact strength, heat sustainability, dimensional stability, printability and are manufactured using high grade raw materials, and laminating aspects. The global market for CPP packaging films is expected to reach US$ 8,742.2 Mn by 2033, growing at a 4.2% CAGR from 2023 to 2033. CPP packaging films are readily used to increase the shelf life of the products in the industries such as food, beverages, apparel, cosmetics, and healthcare products. With the rising requirement for packaging across sectors, with traditional businesses preferring to package products, and the retail and e-commerce growing rapidly, the CPP films industry is projected to expand at a robust rate.

b) OPPORTUNITIES AND THREAT

The usage of acrylic fibers in blends with other materials like wool, cotton, polyester, etc. is growing in popularity as a result of their favorable physical, chemical, and thermo-biological properties. This will provide a strong thrust to the growth of the acrylic fiber market. The rapid growth of end-use sectors including apparel, home furnishing, and industrial will therefore continue to propel the sales of acrylic fibres in the upcoming years.

Global Acrylic Fibre consumption is impacted due to volatility in prices of raw material, energy, coal and other key inputs. The raw material to produce the Companyâs products is crude derived. The fluctuation in crude affects the raw material prices to some extent and during the year under the review, the crude prices remained volatile due to conflict in Israel-Hamas War & Russia-Ukraine War. Additionally, since the Company is dependent upon imports, the fluctuation in foreign exchange i.e. USD vs. INR has also a bearing on the margin of the Company.

The market for CPP Films is primarily driven by the rapidly expanding demand from the food and beverage sector and the rising use of bags and pouches in end-use industries. The market for CPP Films is expected to increase in the near future due to the rise in the consumption of convenience foods and the high need for packaging solutions. The development of consumer goods packaging has shown to be a major possibility for CPP film growth.

However, the market for CPP Film Market is moderately competitive owing to the presence of multiple vendors in the market. On the other hand, stringent regulations concerning packaging, changing consumer preferences and environmental pressures may restrain the growth to some extent.

c) SEGMENT-WISE / PRODUCT-WISE PERFORMANCE Acrylic Fibre

The Companyâs Acrylic Fibre plant was set up in technical collaboration with SNIA BPD Italy, part of the famed FIAT group - a proven world leader in the manufacture of acrylic fiber. Advanced technology, automation, computerized process control systems and captive power, make the operations of your Company extremely efficient and reliable. The production capacity to produce Acrylic products of the Company is 42,000 MT PA.

During the year under review, the Company has recorded production of 31,534 MT and Sale of 31,685 MT, as against production of 36,425 MT and Sale of 35,260 MT respectively during the previous year. During the FY 2023-24 due to lower demand, production was declined around by 14% as compared to previous year.

Revenue of Acrylic Fibre during the year under review was Rs. 497.44 Crore as against revenue of Rs. 719.28 Crore in the previous year. Profit before tax, exceptional items and interest was Rs. 25.10 Cores as compared to Rs. 59.12 Cores in the previous year.

CPP FILM

The Company installed European machinery which ensures quality product giving edge over other producers. The Companyâs production capacity to produce CPP film is 10000 MT PA.

During the year under review, the production and sale of CPP film was 6,463 MT and 6,476 MT respectively as against production of 7,663 MT and sale of 7,640 MT respectively during the previous year.

Revenue of CPP Films during the year under review was Rs. 77.79 Crore as against revenue of 108.68 Crore in the previous year. Loss before tax, exceptional items and interest was Rs. 4.12 Cores as compared to loss of Rs. 7.06 Cores in the previous year. Loss of CPP segment is incurred during the year caused by persistent fall in selling prices on account of excessive production capacity added in the market.

Your company is covering both domestic and export markets and the Companyâs products are well accepted. During the year, the sale and production was declined due to lower demand but in the last quarter of FY 2023-24, it was improved due to better sentiments in the market and it is expected to improve in the coming years.

ETHANOL PROJECT

Board of Directors, at its meeting held on 18^th May, 2022, had accorded its approval to the Company to set-up Ethanol Project with a production capacity of 150 KLPD to align with GOIâs Ethanol Blending Programme (E20), subject to clearance and approvals from the concerned statutory authorities. The setting-up of Ethanol Plant is under process. The Company has obtained Environment Clearance for the proposed project. The total Project cost is Rs. 167.58 crores. Indian Bank had sanctioned Term Loan of Rs. 108 Crores and as per stipulations of sanction letter, the remaining project cost of Rs. 59.58 would be met out of the Companyâs internal accruals. However, the Company has already spent around Rs. 92.17 Crore so far which includes Rs. 44.08 Crores of Term Loan and balance amount out of internal accruals. Civil work is going on at the site and major order for Plant & Machinery has been placed. Delivery of machines has been started.

d) OUTLOOK

Indiaâs economic activity and GDP growth are expected to remain resilient despite ongoing geopolitical uncertainties. As a result, India is poised to become one of the major economies in the world with a promising growth outlook. Your Company anticipates sustained demand growth across segments.

According to Future Market Insights (FMI), India is expected to account for a substantial share of the global acrylic fibre market, owing to the rapid expansion of the textiles industry and the rise in the export of yarns and fibres. The rise in the number of textile industries in India is favoring the growth of the acrylic fibre market and the trend is likely to continue in the upcoming years. India is probably going to be the new development engine of the regionâs acrylic fibre market, propelled by a rising population, increasing disposable income, and changing lifestyle.

Demand for packaged foods is at an all-time high due to growing world population. Additionally, due to concerns about sanitation and health, consumers themselves prefer packaged meals. CPP films are also widely used in the pharmaceutical industry for packing pharmaceuticals to control the damage and contamination during transport. The global CPP Film Market is anticipated to rise at a considerable rate during the forecast period, between 2022 and 2027.

e) RISK AND CONCERN

Geo-political tensions including supply chain disruption, subdued global economic conditions, changes in government policies and trade sanctions and restrictions, intense competition from local and global players, regulatory changes and cyber security threats are key risks which expose the Company to potential challenges and uncertainties. Furthermore, persistent volatility in input costs and foreign exchange risks remains on the radar. These factors can pose risks to the companyâs plans, operations, supply chains, cash flows and market access potentially dampening its export business.

Further, since the Company is dependent upon imported raw materials, movement in USD and increase in crude oil prices due to ongoing Israel-Hamas war and Russia-Ukraine war may affect the margin. The Company is giving thrust on increasing the exports so that effect can be mitigated. Global economy is likely to be hit by inflation, continuing high energy cost, logistics issues and costs in international trade. Tightening of monetary policies by Central banks to curb inflation may have necessary impact which will impact consumption in general including Acrylic Fiber & CPP Films Industry.

Since raw material is crude derived as such movement either side shall affect the raw material price. To mitigate the effect, the Company has entered into long term contracts with suppliers in films division.

The Company fully dedicates itself to quality and implements robust quality processes and systems at its manufacturing unit to ensure the safety and quality of its product. The Company consistently invests in equipment, processes, and systems to ensure full compliance with manufacturing and audit norms.

f) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. It believes that these systems provide, among other things, a reasonable assurance that transactions are executed with management authorization. It also ensures that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles, along with the assets of the Company being adequately safeguarded against significant misuse or loss. An independent Internal Audit function is an important element of the Companyâs Internal Control System. The internal control is supplemented by an extensive programe of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, the Company registered Revenue from Operations of Rs. 575.23 Crores as compared to Rs. 827.96 Crores for previous year with decline in revenue of 30.52 %. Profit before Tax was Rs. 18.40 Crore as compared to Rs. 48.45 Crore. Net Profit in financial year 2023-24 was Rs. 13.19 Crores as against Rs. Rs. 35.91 Crores in the previous financial year 2022-23. Revenue and Net profit during the year declined due to lower demand of acrylic fibre and negative return on CPP Segment caused by persistent fall in selling prices on account of excessive production capacity added in the market.

h) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company believes that their workforce is an invaluable asset for the Company and Company endeavors to ensure the well-being of all its employees. The safety, health and work life balance of employees are extremely important. Company made all the required efforts to ensure safety of all workforce and employees.

Development and Training of team has always been a focus area of management. The Human Resource Development continues to be focused on improving employee productivity, reducing employee cost and building necessary skillsets whilst building employee motivation through varied employee engagement initiatives. To augment technical strength in existing business areas, various technical trainings covering existing business are being conducted on a regular interval. Regular safety training is imparted to all personnel at factory and regular review of safety incidents is done by top management.

The Company employed on an average 433 persons during the year.

i) DETAILS OF SIGNIFICANT CHANGES (i.e. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR

In accordance with the SEBI Listing Regulations, the Company is required to give details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios including the following ratios.

Particulars	Unit	FY 2023-24	FY 2022-23	% change
Debtorsâ Turnover Ratio#	Times	10.74	12.83	-16.29%
Inventory Turnover Ratio#	Times	9.60	13.26	-27.60%
Interest Coverage Ratio	Times	35.60	Not Significant as there was no Term Loan during FY 2022-23.	-
Current Ratio	Times	2.83	2.82	0.35%
Debt Equity Ratio		0.13	Not Significant as there was no Term Loan during FY 2022-23.	-
Operating Profit Margin (%)*	%	3.58	6.22	- 42.44%
Net Profit Margin (%)*	%	2.25	4.29	-47.55%
Return on Net Worth*	%	4.09	12.07	-66.11%

# DebtorsTurnover Ratio and Inventory Turnover Ratio are declined due to fall in turnover caused by low demand.

^Operating Profit Margin, Net Profit Margin and Return on Net Worth are declined as cost of production was relatively high as compared to previous year.

CAUTIONARY STATEMENT

Some of the statements in this Management Discussions & Analysis, describing the Companyâs objectives, outlook, projections, estimates, expectations and predictions may be âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied, since the Companyâs operations are influenced by external or internal factors. Your Company closely monitors all major developments likely to affect the Operations and will respond to meet the potential threats and to gain from any possible opportunities.

SUBSIDIARY COMPANIES

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

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of the business of the company.

SHARE CAPITAL

As on 31^st March, 2024, the Companyâs issued and paid up capital stands Rs. 89,13,31,210/- divided into 8,91,33,121 fully paid up equity shares of Rs. 10/- each. During the year under review, the Company has not issued any share. Further the Company has also not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year. The Company has no scheme or provision of money for purchase of its own shares by employees or by trustees, for the benefit of its employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

DIRECTORS

In accordance with the provisions of section 152(6) of the Companies Act, 2013, not less than two-thirds of total number of directors shall be liable to retire by rotation, out of which one-third directors shall retire by rotation at every Annual General Meeting. However, âtotal number of directorsâ shall not include independent directors.

The Company has two Non-Independent Directors - Mr. Vineet Jain (Managing Director) and Mr. Satya Prakash Gupta (Director-Operations). Mr. Vineet Jain, being Managing Director, is not liable to retire by rotation by virtue of Articles of Association of the Company. Accordingly, Mr. Satya Prakash Gupta, Director -Operations will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, the present term of Mr. Satya Prakash Gupta as Whole Time Director of the Company is due to expire on 28^th May, 2024. Mr. Gupta is a chemical engineer and is possessing high level of expertise and having industry experience of about 46 years. Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the shareholders at the ensuing Annual General Meeting, the Board of Directors, at its meeting held on 17^th May, 2024, has approved the re-appointment of Mr. Satya Prakash Gupta as Whole Time Director designated as Director - Operations of the Company for a period of 3 (three) consecutive years effective from 29^th May, 2024 and his continuance after attaining the age of 70 years till the date of his term of office. Mr. Gupta has submitted his consent for re-appointment as Whole Time Director of the Company.

Mr. Deveshwer Kumar Kapila, Mr. S.C. Malik, Mr. S. Sathyamoorthy and Mrs. Kamlesh Gupta are Independent Directors of the Company.

Mr. S.C. Malik will attain the age of 75 years on 10^th January, 2025 and hence, in terms of Regulation 17(1A) of SEBI Listing Regulations, approval of shareholders by way of special resolution is required for the continuation of his directorship from the day he attains the age of 75 years till the expiry of his current term i.e. till the conclusion of 42^nd Annual General Meeting to be held in the year of 2025.. Mr. S.C. Malik is a Chartered Accountant and he is having good experience in Finance & Accounting, Corporate Restructuring, Risk Management, Audit, Corporate Governance and Corporate Social Responsibility. He has been associated with the company for the last 30 years.

In the opinion of the Board, Mr. Satya Prakash Gupta and Mr. S.C. Malik possess the requisite expertise, skills, integrity and experience for re-appointment/continuance. The Board recommends their re-appointment/continuance and resolutions seeking shareholdersâ approval for their re- appointment/continuance form part of the AGM Notice.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in Key Managerial Personnel (KMPs). As on 31^st March, 2024, the Company had the following KMPs in accordance with the provisions of Section 203 of the Companies Act, 2013:

1. Mr. Vineet Jain- Managing Director

2. Mr. Satya Prakash Gupta-Director (Operations)

3. Mr. Satish Kumar Bansal- Chief Financial Officer

4. Mr. Bharat Kapoor - Company Secretary DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations. All the independent directors of the Company are registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs. 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.

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

MEETINGS OF THE BOARD

During the year under review, four meetings of the Board of Directors were held. The details of Board Meetings are set out in Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the website of the Company www.pasupatiacrylon.com.

BOARD EVALUATION

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors (âPerformance Evaluationâ) which include criteria for performance evaluation of non-executive directors and executive directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other directors, member of the Board or Committee of the Board.

In terms of the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Nomination & Remuneration Committee has carried out an annual performance evaluation of Board of Directors, of Boardâs committees and of each Board Member individually.

The performance of the committees was evaluated by the Nomination & Remuneration Committee after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness, structure & independence of committees, contribution to decisions of the Board etc.

The performance of the Board was evaluated on the basis of various criteria such as the board composition and structure, effectiveness of board processes, information and functioning, role & responsibilities and strategy & performance, Governance & compliance etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of laid down criteria.

Independent Directors of the Company had, in their separate meeting held on 28^th October, 2023, reviewed the performance of nonindependent directors, the Board as a whole and Managing Director of the Company, taking into account the views of Executive and NonExecutive Directors.

Further, the Independent Directors hold unanimous opinion that the Non-Independent Directors as well as the Chairman bring to the Board, abundant knowledge in their respective field and are experts in their areas. Besides, they are insightful, convincing, astute, with a keen sense of observation and have a deep knowledge of industry. They have been performing reasonably well, under the prevailing circumstances.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a. That in the preparation of the annual accounts for the financial year ended 31^st March, 2024; the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31^st March, 2024 and of the profit of the company for the year ended on that date;

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

d. That the directors had prepared the annual accounts on a going concern basis;

e. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under SEBI Listing Regulations. A separate report on Corporate Governance, forming part of the Annual Report of the Company is annexed hereto.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India. PROCEEDINGS PENDING UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016

No application has been made or any proceeding is pending under the Insolvency & Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, all related party transactions are placed before the Audit Committee for prior approval and also before the Board wherever necessary. Prior omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

During the year under review, all Contracts/arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and were on an armâs length basis and in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, the SEBI Listing Regulations and Companyâs Policy on Related Party Transactions.

None of the transactions with any of the related parties were in conflict with your companyâs interest. All related parties transactions are disclosed in Note No. 37 of the Financial Statements forming part of this Annual Report.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure-I to the Boardâs Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE DATE OF BOARDâS REPORT AND END OF FINANCIAL YEAR

There is no such material change and commitment affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

The Company has in place a Policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints on issues covered by the above act were received during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS/TRIBUNALS

During the year under review, there are no significant or material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee (CSR Committee). The said Committee has been entrusted with the responsibility of recommending to the Board about the activities to be undertaken by the Company for CSR purpose, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities. The CSR policy is available on the Companyâs website www.pasupatiacrylon.com.

The Companyâs total CSR obligation for the financial year 2023-24 was Rs. 112.54 Lakh. However, an amount of Rs. 16,000/-, which was excess spent in Financial Year 2022-23, was also available for set-off against the Companyâs CSR obligations for the financial year 2023-24 in terms of 3^rd Proviso to Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, but Board decided not to set-off the said excess amount.

In view of the above, the Company has spent Rs. 113.00 Lakh towards the CSR activities during the financial year 2023-24 and hence, the Companyâs CSR obligation for FY 2023-24 has been duly met in compliance with Section 135(5) of the Companies Act, 2013.

Further, in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for financial year 2023-24, for the purpose and in the manner approved by the Board.

The disclosures related to CSR activities pursuant to section 134(3) of the Companies Act 2013, read with Rule 9 of Companies (Accounts) Rules, 2014 and Rule 8 of Companies (Corporate Social Responsibility) Rules 2014 are annexed hereto and form part of this report as Annexure- II.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board to oversee and approve the Companies Risk Management framework and all the risks that the company faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management.

Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. The Company has laid down a Risk Management Policy which is reviewed by the Risk Management Committee and approved by the Board. The Risk Management Policy has also been hosted on the website of the Company www.pasupatiacrylon.com.

AUDITORS AND AUDITORâS REPORT Statutory Auditors

M/s B.K. Shroff & Co., Chartered Accountants (ICAI Firm Registration No. 302166E) was appointed as Statutory Auditors of the Company at the 39^th Annual General Meeting (âAGMâ) of the Company held on 29^th September, 2022 for a period of 5 years commencing from the 39^th AGM till the conclusion of the 44^th AGM. The Auditors have confirmed that they continue to fulfill the eligibility criteria for holding the office as Statutory Auditor of the Company as prescribed under the Act and the Rules framed there under.

The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. During the year under review, the Statutory Auditors has not found any instance of fraud committed against the Company by its officers or employees and accordingly, reporting to the audit committee or Central Government, under Section 143 (12) of the Companies Act, 2013 is not required. The Auditorsâ report does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditor

Pursuant to Section 148(1) and other applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is required by the Company and accordingly, such accounts and records are made and maintained.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Board of Directors, on the recommendation of the Audit committee, appointed Mr. Satnam Singh Saggu, Cost Accountants as Cost Auditors of your company for the Financial Year 2024-25 to carry out the cost audit for the applicable business on a remuneration of Rs. 50,000/- (Rupees fifty thousand only) plus applicable taxes and reimbursement of out of pocket expenses. A certificate from Mr. Satnam Sigh Saggu, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and Rules made thereunder. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31^st March, 2025 is being placed at the 41^st Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, at its meeting held on 9^th May, 2023, had appointed M/s. Mehak Gupta & Associates, Practicing Company Secretary (CP No. 15013, Membership No. 10703), to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is annexed herewith to this Report as Annexure -III. The Secretarial Audit Report is self- explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s. Jinender Jain & Company, Chartered Accountants, New Delhi, Internal Auditors of the Company have conducted internal audit of the functions and activities of the Company and effectiveness of Internal Control Systems of the Company during Financial Year 2023-24.

Internal Financial Control

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The Company has a proper system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly.

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

The Board of Directors has adopted policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any.

DISCLOSURES:

Audit Committee

Audit Committee of the Board has been constituted as per the SEBI Listing Regulations and section 177 of the Companies Act, 2013. The composition and other details of the Audit Committee are provided in Corporate Governance Report which is part of this Report. All recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any, in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the website of the Company www.pasupatiacrylon.com.

Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios.

Particulars of Loans , Investments, Guarantees.

During the year under review, the Company has not given any loan or provided any security or guarantee in terms of Section 186 of the Companies Act, 2013. The Company has complied with the provisions of Section 186 of the Companies Act, 2013. Particulars of Loans given/Investments made/Guarantees given/Securities is disclosed in financial statements.

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

The information as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is set out in the Annexure - IV to this Report.

Annual Return

Pursuant to the amendments to the provisions of Section 92(3) read with Section 134 (3) (a) of Companies Act, the annual return as on 31^st March, 2024 is available on the website of the Company at www.pasupatiacrylon.com under Investor Section.

Particulars of Employees

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached as Annexure - V.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said annexure is open for inspection at the Registered Office of the Company during business hours on all working days, 21 days before the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

RANKING OF THE COMPANY AMONGST BS1000 COMPANIES

Your Company has been covered and ranked by Business Standard among the prestigious BS1000 Companies in March, 2024 Edition as per below ranking:

1. ranked at 54^th in terms of sector performance under âTextile & Garmentsâ sector;

2. ranked at 283^rd based on Financial Sustainability Index (FSI); and

3. ranked at 903^rd in terms of revenue amongst the prestigious BS1000 Companies.

BS 1000 magazine is a comprehensive guide to Indiaâs biggest and financially most successful listed and unlisted companies excluding banking, financial services, and insurance (non-BFSI) firms. The Companies are ranked on their Financial Sustainability Index (FSI) based on their past performance and financial stability. The index is based on six financial ratios that together capture a firmâs historical earning power, ability to generate internal accruals, debt servicing capability, balance sheet strength, operational efficiency and relative market valuation. A company ranking higher on the FSI index have superior balance sheets, strong cash flows, and higher profitability and has greater staying power to withstand economic turmoil. A company with the best record on these parameters can always be relied upon to grow faster and increase the value of its shareholders.

ISO CERTIFICATION

Your Company is an ISO 9001:2015, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, and Netherland and OKEO TEX STANDARD 100 Class 1 Appendix 6. Furthermore, the Companyâs CPP Product meets the requirements set out in the BRC Global Standard for Packaging & Packaging Material and is categorized as HIGH HYGINE Grade A by the BRCGS. These certifications/recognitions are indicative of our commitments in meeting global quality standards and thrust excellence for achieving customer satisfaction.

ACKNOWLED GEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Companyâs employees, who have diligently contributed to the Companyâs progress.

For and on behalf of the Board

Vineet Jain Satya Prakash Gupta

Managing Director Director - Operations

DIN:00107149 DIN:00509809

Place: New Delhi Date: 17^th May, 2024

Mar 31, 2023

The Directors have pleasure in presenting 40^th Annual Report of Pasupati Acrylon Limited (âthe Companyâ) together with the Audited Financial Statements for the financial year ended March 31, 2023.

In compliance with the applicable provisions of Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during the financial year ended March 31, 2023 and upto the date of the Board meeting held on May 09, 2023 to approve this report, in respect of the Company.

FINANCIAL HIGHLIGHTS

A brief on the financial performance during the year under review as compared to the previous year is given below:-

(Rs. In Crore)
Particulars	2022-23	2021-22
Revenue from Operations	827.96	775.11
Other Income	8.42	8.73
Profit before Depreciation, Interest & Tax	58.21	71.21
Finance Cost	3.61	3.17
Depreciation	6.15	6.21
Profit before Taxes	48.45	61.83
Tax Expenses for the year	12.54	15.94
Profit after Taxes	35.91	45.89
Total Comprehensive Income	36.17	46.05

The financial statements for year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS), notified under Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 and other relevent provisions of The Companies Act, 2013. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company are available on website of the Company www.pasupatiacrylon.com.

RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year under review, the Company has achieved Revenue from Operations of Rs. 827.96 Crores with revenue growth of 6.82 % as compared to Rs. 775.11 Crores for previous year. The Company reported EBIDTA and Net Profit in financial year 2022-23 as Rs. 58.21 Crores and Rs. 35.91 Crores respectively as against Rs. 71.21 Crores and Rs. 45.89 Crores respectively in the previous financial year 2021-22. Net profit during the year declined due to negative return on CPP Segment caused by persistent fall in selling prices on account of excessive production capacity added in the market.

Despite various challenges such as volatility in crude prices and abnormal rise in raw material prices, dumping of acrylic fibre by Turkey, China, Thailand and Belarus, foreign exchange fluctuations, the Company is focused on improvement in its growth and in a position to achieve a better turnover as compared to previous year.

ACRYLIC FIBRE

The production capacity to produce Acrylic products of the Company is 45,000 MT PA. During the year under review, the Company has recorded production of 36,425 MT and Sale of 35,260 MT, as against production of 29,652 MT and Sale of 30,918 MT respectively during the previous year.

CPP FILM

The production capacity to produce CPP film is 10000 MT PA. During the year under review, the production and sale of CPP film increased to 7,663 MT and 7,640 MT respectively as against production of 6,348 MT and sale of 6,210 MT respectively during the previous year.

ETHANOL PROJECT

Further, the Company is looking forward to diversify its business in Ethanol Product and accordingly, the Board of Directors, at its meeting held on May 18, 2022, accorded its approval to the Company to set-up Ethanol Project with a production capacity of 150 KLPD to align with GOIâs Ethanol Blending Programme (E20), subject to clearance and approvals from the concerned statutory authorities. The total Project cost is Rs. 167.58 crores. Indian Bank has principally sanctioned Term Loan of Rs. 108 Crores for setting up of 150 KLPD Grain

Based Ethanol Plant, however, till the date of this report, the loan has not been availed as the loan documents are to be executed with Indian Bank. The remaining project cost of Rs. 59.58 will be met out of the Companyâs internal accruals. The Company has initiated steps to set up Ethanol Plant adjoining to its existing manufacturing unit - Thakurdwara, Dist. Moradabad (Uttar Pradesh). The Company has obtained Environment Clearance for the proposed project and company is under process to finalize various vendors/ suppliers / consultants for the projects and releasing advances to them as per contract out of its Internal Accruals.

DIVIDEND

The Board of Directors decided to plough back the earnings to strengthen the financials of the Company and not to recommend dividend for the year under review.

TRANSFER OF RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as under:

a) INDUSTRY STRUCTURE AND DEVELOPMENT Acrylic Fibre

Global Acrylic Fibre consumption is impacted due to volatility in prices of raw material, energy, coal and other key inputs. During the year under review, Acrylic Fibre consumption has been improved as COVID-19 related concerns were subsided. The Companyâs Acrylic Fibre plant was set up in technical collaboration with SNIA BPD Italy, part of the famed FIAT group - a proven world leader in the manufacture of acrylic fiber. Advanced technology, automation, computerized process control systems and captive power, make the operations of your Company extremely efficient and reliable.

Demand of Acrylic Fibre has risen and the Companyâs production and sales of Acrylic Fibre was 36,425 MT and 35,260 MT respectively as compared to production of 29,652 MT and sales of 30,918 MT during the previous year. During the year, the Companyâs exports have grown to 4,551 MT as compared to last yearâs exports 1,415 MT. The Company has exported to Dubai, Egypt, Peru, Ukraine, Turkey, Algeria, Kenya, Nigeria, Brazil, Lebanon etc. and is exploring possibilities of increasing exports and it is hopeful to achieve better exports this year.

CPP Film

Packaging industry is an enormous economic generator on a global scale and is one of the largest & highest growth sectors of the Indian economy. With the rising requirement for packaging across sectors, with traditional businesses preferring to package products, and the retail and e-commerce growing rapidly, the industry is growing at a robust pace.

The Company installed European machinery which ensures quality product giving edge over other producers. The global CPP Film Market is anticipated to rise at a considerable rate during the forecast period, between 2022 and 2027. In 2022, the market was growing at a steady rate and with the rising adoption of strategies by key players, the market is expected to rise over the projected horizon.

b) OPPORTUNITIES AND THREAT

The raw material to produce the Companyâs products is crude derived. The fluctuation in crude affects the raw material prices to some extent and during the year under the review, the crude prices remained volatile and witnessed a continued rise due to Russia-Ukraine War. Additionally, since the Company is dependent upon imports, the fluctuation in foreign exchange i.e. USD vs. INR has also a bearing on the margin of the Company.

Further, the outbreak of COVID-19 pandemic had slowed down economic activity in the past and the world continued to reel under the threat of the coronavirus. The second wave of the COVID-19 pandemic hit India hard, and as a company, we were faced with several challenges and disruptions. Though there is a considerable improvement in COVID-19 pandemic situation, but there remained uncertainties on the next waves of COVID-19 and that remains a risk for the Company. If such situation arises again the same may have adverse impact on the functioning /operations of the company.

The CPP Film Market is highly competitive owing to the presence of multiple vendors in the market. On the other hand, stringent regulations concerning packaging, changing consumer preferences and environmental pressures may restrain the growth to some extent.

c) SEGMENT-WISE / PRODUCT-WISE PERFORMANCE Acrylic Fibre

During the year under review, the Company has recorded production of 36,425 MT and Sale of 35,260 MT, as against production of 29,652 MT and Sale of 30,918 MT of respectively during the previous year.

Revenue of Acrylic Fibre during the year under review was Rs. 719.28 Crore as against revenue of Rs.675.54 Crore in the previous year. Profit before tax, exceptional items and interest was Rs. 59.12 Cores as compared to Rs. 56.49 Crore in the previous year.

CPP FILM

During the year under review, the production and sale of CPP film increased to 7,663 MT and 7,640 MT respectively as against production of 6,348 MT and sale of 6,210 MT respectively during the previous year.

Revenue of CPP Films during the year under review was Rs. 108.68 Crore as against revenue of Rs. 99.57 Crore in the previous year. Profit/ (Loss) before tax, exceptional items and interest was Rs. (7.06) Cores as compared to Rs. 8.52 Crore in the previous year. Loss of CPP segment is incurred during the year caused by persistent fall in selling prices on account of excessive production capacity added in the market.

d) OUTLOOK

It is expected that Covid19 are no longer likely to have an adverse impact on Indian and Global economies, as has been seen in early of2021 and 2022. Your company is covering both domestic and export markets and the Companyâs products are well accepted. The sale and production has seen good improvement from previous year and it is expected to improve more in the coming years but it is necessary to carefully watch other factors such as inflation, high energy prices etc. This may put pressure on margins of domestic industry as also your Company.

Since raw material is crude derived as such movement either side shall affect the raw material price. To mitigate the effect, the Company has entered into long term contracts with suppliers.

e) RISK AND CONCERN

Though COVID-19 related concerns have been subsided in the world, but the risk from the COVID-19 pandemic continues to be one of the key business risks. COVID-19 had impacted the normal business operations, though the scenario improved significantly. These risks include risks related to employee safety, supply chain, customers, business development efforts and cash flows of the Company. The onset of multiple waves of COVID-19 in almost all geographies and renewed lockdown and restrictions on movement of people imposed by the government in various parts of the world might prove detrimental to growth estimates.

Further, since the Company is dependent upon imported raw materials, sudden movement in USD and increase in crude oil prices due to Russia-Ukraine war affects the margin. The Company is giving thrust on increasing the exports so that effect can be mitigated. Global economy is likely to be hit by continuing high energy cost, logistics issues and costs in international trade. Tightening of monetary policies by Central banks to curb inflation may have necessary impact which will impact consumption in general including Acrylic Fiber & CPP Films Industry.

f) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, the Company registered Revenue from Operations of Rs. 827.96 Crores as compared to Rs. 775.11 Crores for previous year with revenue growth of 6.82 %. Profit before Tax was Rs. 48.45 Crore as compared to Rs. 61.83 Crore. Net Profit in financial year 2022-23 was Rs. 35.91 Crores as against Rs. 45.89 Crores in the previous financial year 2021-22. Net profit during the year declined due to negative return on CPP Segment caused by persistent fall in selling prices on account of excessive production capacity added in the market.

h) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company endeavors to ensure the well-being of all its employees. The safety, health and work life balance of employees are extremely important. Company made all the required efforts to ensure safety and well-being of all workforce and employees.

The Company employed on an average 424 persons during the year.

i) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to give details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios including the following ratios.

Particulars	Unit	FY 2022-23	FY 2021-22	% change
Debtorsâ turnover Ratio	Times	12.83	11.67	9.94%
Inventory turnover Ratio	Times	13.26	14.50	-8.55%
Interest Coverage Ratio		Not Significant
Current Ratio	Times	2.82	2.50	12.80%
Debt Equity Ratio		Not Significant
Operating Profit Margin (%)*	%	5.39	7.67	-29.73%
Net Profit Margin (%)*	%	4.29	5.86	-26.79%
Return on Net Worth*	%	12.07	17.89	-32.53%

*Operating Profit Margin, Net Profit Margin and Return on Net Worth are declined due to negative return on CPP Segment caused by persistent fall in selling prices on account of excessive production capacity added in the market.

SUBSIDIARY COMPANIES

As on March 31, 2023, the Company does not have any subsidiary, associate or joint venture company.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of the business of the company.

SHARE CAPITAL

As on March 31, 2023, the Companyâs issued and paid up capital stands Rs. 89,13,31,210/- divided into 8,91,33,121 fully paid up equity shares of Rs. 10/- each. During the year under review, the Company has not issued any share. Further the Company has also not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year. The Company has no scheme or provision of money for purchase of its own shares by employees or by trustees, for the benefit of its employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

DIRECTORS

Mr. Deveshwer Kumar Kapila, Mr. S.C. Malik, Mr. S. Sathyamoorthy and Mrs. Kamlesh Gupta are Independent Directors of the Company.

The present term of Mrs. Kamlesh Gupta as Independent Director would be expiring on November 12, 2023. Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors, at its meeting held on May 09, 2023, approved the re-appointment of Mrs. Kamlesh Gupta as Independent Woman Director to hold office for a second term of 5 (five) consecutive years effective from November 13, 2023 to November 12, 2028, subject to the approval of the shareholders at the ensuing Annual General Meeting and Mrs. Kamlesh Gupta has submitted her consent for re- appointment as Independent Director of the Company.

In the opinion of the Board, Mr. Satya Prakash Gupta and Mrs. Kamlesh Gupta possess the requisite expertise, integrity and experience for re-appointment. The Board recommends their re-appointment and resolutions seeking shareholdersâ approval for their re- appointment form part of the AGM Notice.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in Key Managerial Personnel (KMPs). As on March 31, 2023, the Company had the following KMPs in accordance with the provisions of Section 203 of the Companies Act, 2013:

1. Mr. Vineet Jain- Managing Director

2. Mr. Satya Prakash Gupta-Director (Operations)

3. Mr. Satish Kumar Bansal- Chief Financial Officer

4. Mr. Bharat Kapoor - Company Secretary DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations. All the independent directors of the Company are registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs. 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.

MEETINGS OF THE BOARD

During the year under review, four meetings of the Board of Directors were held. The details of Board Meetings are set out in Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

BOARD EVALUATION

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of laid down criteria.

Independent Directors of the Company had, in their separate meeting held on November 12, 2022, reviewed the performance of nonindependent directors, the Board as a whole and Managing Director of the Company, taking into account the views of Executive and NonExecutive Directors.

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a. That in the preparation of the annual accounts for the financial year ended March 31, 2023; the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended March 31, 2023 and of the profit of the company for the year ended on that date;

d. That the directors had prepared the annual accounts on a going concern basis;

e. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Companes Act, 2013 and SEBI Listing Regulations, all related party transactions are placed before the Audit Committee for prior approval and also before the Board wherever necessary.

During the year under review, all Contracts/arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and were on an armâs length basis. None of the transactions with any of the related parties were in conflict with your companyâs interest. All related parties transactions are disclosed in Note No. 36 of the Financial Statements forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE DATE OF BOARDâS REPORT AND END OF FINANCIAL YEAR

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS/TRIBUNALS

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee (CSR Committee).The said Committee has been entrusted with the responsibility of recommending to the Board about the activities to be undertaken by the Company for CSR purpose, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities. The CSR policy is available on the Companyâs website www.pasupatiacrylon.com.

The Companyâs total CSR obligation for the financial year 2022-23 was Rs. 93.84 Lakh. However, an amount of Rs. 0.18 Lakh, which was excess spent in Financial Year 2021-22, was also available for set-off against the Companyâs CSR obligations for the financial year 2022-23 in terms of 3rd Proviso to Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, but the Company voluntarily decided not to set-off the said amount.

In view of the above, the Company has spent Rs. 94.00 Lakh towards the CSR activities during the financial year 2022-23 and hence, the Companyâs CSR obligation for FY 2022-23 has been duly met.

Further, in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for financial year 2022-23, for the purpose and in the manner approved by the Board.

RISK MANAGEMENT

Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. The Company has laid down a Risk Management Policy, which is reviewed by the Risk Management Committee, and approved by the Board. The Risk Management Policy has also been hosted on the website of the Company www.pasupatiacrylon.com .

AUDITORS AND AUDITORâS REPORTStatutory Auditors

M/s B.K. Shroff & Co., Chartered Accountants (ICAI Firm Registration No. 302166E) was appointed as Statutory Auditors of the Company at the 39^th Annual General Meeting (âAGMâ) of the Company held on September 29, 2022 for a period of 5 years commencing from the 39^thAGM till the conclusion of the 44th AGM. The Auditors have confirmed that they continue to fulfill the eligibility criteria for holding the office as Statutory Auditor of the Company as prescribed under the Act and the Rules framed there under.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Board of Directors, on the recommendation of the Audit committee, appointed Mr. Satnam Singh Saggu, Cost Accountants as Cost Auditors of your company for the Financial Year 2023-24 to carry out the cost audit for the applicable business on a remuneration of Rs. 50,000/- (Rupees fifty thousand only) plus applicable taxes and reimbursement of out of pocket expenses. A certificate from Mr. Satnam Sigh Saggu, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and Rules made thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, at its meeting held on May 18, 2022, appointed M/s. Mehak Gupta & Associates, Practicing Company Secretary (CP No. 15013, Membership No. 10703), to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith to this Report as Annexure - III. The Secretarial Audit Report is self- explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Internal Auditor

Internal Financial Control

The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

DISCLOSURES:

Audit Committee

Vigil Mechanism

Particulars of Loans , Investments, Guarantees.

Particulars of Loans given/Investments made/Guarantees given/Securities provided as per Section 186 of the Companies Act, 2013 along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the Company, is provided in financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

Annual Return

Pursuant to the amendments to the provisions of Section 92(3) read with Section 134 (3) (a) of Companies Act, the annual return as on March 31, 2023 is available on the website of the Company at www.pasupatiacrylon.com under Investor Section

Particulars of Employees

ISO CERTIFICATION

DEPOSITS

ACKNOWLED GEMENT

Your Directors also wish to place on record their appreciation of the devoted services of the Companyâs employees, who have diligently contributed to the Companyâs progress.

Mar 31, 2018

To the Members

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31^st March, 2018.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous year are mentioned below:-

(Rs./ Crores)

	2017-18	2016-17
Sales (Gross) & Other Income	584.18	509.95
Profit before Interest & Depreciation	60.07	71.05
Finance Cost	4.64	5.73
Depreciation	5.24	6.86
Profit before Taxes	50.19	58.46
Tax Expenses for the year :â
- Current Tax	12.13	19.76
- Deferred Tax Liability /(Assets)	3.54	(0.93)
Less: Exceptional Items	6.51	5.41
Profit after Taxes	27.81	34.10

DIVIDEND

The Board of Directors decided to plough back the earnings to strengthen the financials of the Company, hence do not recommend dividend for the year.

RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

The Company has recorded production of 37429 MT and Sale of 38811 MT during the year under review as against 38918 MT and Sale of 37515 MT respectively during the previous year. The Company posted EBIDTA of Rs. 60.07 and Net Profit of Rs.27.81 Crore as against Rs.71.05 Crore and Rs.34.10 Crore respectively in the previous year.

During the year under review overall business environment remained challenging due to raw material price volatility and dumping of imports. During the year China, Peru and Belarus dumped acrylic fibre into India, which is yet continuing, causing great injury to Indian Acrylic Fibre Industry. The Industry represented to Ministry of Commerce and Industry for imposing anti-dumping duty on imports from these countries but Ministry somehow turned down the same.

During Current Year also it is expected that imports from these countries will continue to soar, unless the Government takes pro-active measures, domestic industry would continue to suffer.

INTEGRATED CPP FILM PROJECT

During the year under review the project was commissioned, it started commercial production w.e.f. 01.09.2017. Gradually Sales and Production is picking up, the Companyâs product is well accepted in the Market.

CDR EXIT

As reported last year, recompense amount to be paid to respective banks upon approval from CDR EG/Core group, which is yet awaited. Based on discussions with Lead Bank, the Company provided Rs. 15 Crore towards recompense amount.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

ACRYLIC FIBRE

a) Industry Structure and Development

The Demand of Acrylic Fibre during the year remained at same level as of previous year but due to dumping of acrylic fibre by Countries listed above the production of domestic industry suffered. Companyâs production for the year under review reduced to 37429 MT as compared to 38918 MT in the previous year.

b) Opportunities and Threat

The raw material to produce Acrylic Fibre is crude derived. The movement in crude affects the raw material prices, but due to demand - supply scenario during the year under review prices of raw material were on the rise, despite of the fact the crude moved in a narrow band. Since Company is dependent upon imports the fluctuation in foreign exchange i.e. USD vs. INR has a bearing on the margin of the Company.

c) Risk and Concern

Since Company is dependent upon imported raw materials as such sudden movement in USD and volatility in crude oil affects the margin. The Company is giving thrust on increasing the exports so that effect can be mitigated.

CPP FILM

a) Industry Structure and Development

There is intense competition among CPP Film manufacturers in the country. The Company has installed German / English machinery which will ensure quality product. The Industry is growing at 7- 8% Per Annum.

b) Opportunities and Threat

The raw material to produce CPP film is available locally/ imported. Since the raw material is crude derived as such fluctuation in crude may affect the raw material price.

c) Risk and Concern

Since raw material is crude derived as such movement either side shall affect the raw material price. To mitigate the effect the Company intends to do long term contracts with suppliers.

SEGMENTWISE / PRODUCTWISE PERFORMANCE

The Company operates in Acrylic Fibre and CPP Film manufacturing, the segment / product wise information is given.

DIRECTORS

As per terms and conditions of appointment, Mr. Vineet Jain retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment

Mr. Satya Prakash Gupta, presently Chief Executive (Works), is appointed as Director (Operations) w.e.f 29.05.2018. His appointment needs to be confirmed at the forthcoming Annual General Meeting.

Mr. Rakesh Mundra, Director (Finance) retired on 31.05.2018, your directors placed on record their appreciation for the valuable services by Mr. Mundra during his tenure.

All independent Directors have declared that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 40 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, of the Listing Agreement with Stock Exchanges.

INDEPENDENT DIRECTORS:

Mr. D.K. Kapila, Shri S.C. Malik, Mr. S. Sathyamoorthy and Mrs. Soma Garg, Independent directors of the Company have submitted their disclosures to the Board that they fulfill all requirements as stipulated in Section 149(6) of the Companies Act, 2013 and read with the relevant rules.

KEY MANAGERIAL PERSONNEL

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Vineet Jain, Managing Director, Mr. Satya Prakash Gupta, Director (Operations) and Mr. Satish Kumar Bansal, Chief Financial Officer, are the Key Managerial Personnel of the Company.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

EVALUATION OF BOARD PERFORMANCE

The Board carried out an annual evaluation of its own performance, of each Board Member individually as well as the working of its committees.

DIRECTORS RESPONSIBILITY STATEMENT

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2018; the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31^st March, 2018 and of the profit of the company for the year ended on that date;

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

d) That the directors had prepared the annual accounts on a going concern basis;

e) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, along-with a certificate from the auditors of the Company is annexed and forms part of this Report

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with any of the related parties were in conflict with your companyâs interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.37 of the Financial Statements forming part of this Annual Report. All related party transactions are negotiated on armâs length basis.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WORMEN AT WORK PLACE

The Company has in place requisite Internal Committees as envisaged in the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on issues covered by the above act were received during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the Finance Year 2017-18 impacting the going concern status and your Companyâs operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee).The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities.

During the year Company spent Rs.69.45 Lakh on CSR activities against its obligation of Rs.80.89 Lakh, the short fall on Rs.11.44 Lakh shall be made good in the Financial Year 2018-19. The amount remained unspent due to the fact that Company could not find suitable project during the year.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board to overseeing and approving the Companies Risk Management framework and all the risks that the company faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Suresh Kumar Mittal & Co., Chartered Accountants, (Reg. No. 500063N), Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting to be held on 2022 subject to ratification of their appointment every year. They have confirmed their eligibility to the effect that it would be within the prescribed limits under the Act and that they are not disqualified for ratification.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Directors, on the recommendation of the Audit committee, appointed M/s. Satnam Singh Saggu, Cost Accountants as Cost Auditors of your company for the Financial Year 2018-19 to carry out the cost audit for the applicable business on a remuneration of Rs.45,000/- (Rupees forty five thousand only) plus applicable taxes and reimbursement of out of pocket expenses. A certificate from M/s. Satnam Singh Saggu, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules made thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. V.K. Sharma & Co, Practicing Company Secretaries, to undertake Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the Financial Year ended 31^st March 2018 is annexed herewith to this Report.

Mr. V.K. Sharma Practicing Company Secretary is appointed as Secretarial Auditors of the Company for the financial year 2018-19 pursuant Section 204 of the Companies Act, 2013

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s. Jinender Jain & Company, Internal Auditors have conducted internal audit of the functions and activities of the Company and maintained Internal Control Systems of the Company during Financial Year 2017-18.

DISCLOSURES:

Audit Committee

Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has established a Vigil Mechanism policy in accordance with the provisions of the Companies Act, 2013 read with Rules there under and the Listing Agreement with the stock exchanges to deal with the instances of fraud and mismanagement. The details of the vigil mechanism are posted on the website of the Company.

Meetings of the Board

During the year four meetings of the Board of Directors were held. The maximum interval between any two Board Meeting did not exceed 120 (One hundred twenty) days.

Particulars of Loans, Investments & Guarantees.

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the Company is provided in financial statement.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required to be disclosed under the Act, are annexed hereto and form part of this Report.

Extract of Annual Return

A separate report on the details of the Extract of Annual Return in form MGT''9 is annexed herewith, which form part of the Directorâs Report.

Particulars of Employees and related disclosures.

Provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, are not attracted as none of the employees drawing excess remuneration of the limits set out in the said Rules.

ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, and Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The company does not accept fixed deposits.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Management of the Company has been focused on building a process driven organization with sound checks and controls. The adequacy of the checks and balances is continuously evaluated through self audits, well defined MIS and internal audits. The business process and operational SOPs are updated on regular basis to incorporate the internal learnings and best practices of other organisations. Senior management remains actively engaged in reviewing and strengthening Internal Control Systems. The internal Audit observations are carefully studied and implementation of the remedial action continuously monitored. Both the observations of internal audit and remedial action plan are presented and discussed in detail in the Audit Committee of the Board of Directors.

Internal Financial Control:

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

ACKNOWLEDGEMENT

Your Directors also wish to place on record their appreciation of the devoted services of the Companyâs employees, who have diligently contributed to the Companyâs progress.

for and on behalf of the Board

Rakesh Mundra Vineet Jain

Director (Finance) & Company Secretary Managing Director

DIN:00005550 DIN:00107149

Place : New Delhi

Dated : 29^th May, 2018

Mar 31, 2016

DIRECTORS'' REPORT

To the Members

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31^st March, 2016.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous year are mentioned below:-

(Rs./ Crores)

	2015-16	2014-15
Sales (Gross) & Other Income	588.91	595.24
Profit before Interest & Depreciation	61.25	40.19
Financial Charges	6.31	7.62
Depreciation	7.43	7.32
Profit / (Loss) before Taxes	47.51	25.25
Tax Expenses for the year :-
- Current Tax	(0.61)	(0.32)
- Deferred Tax Assets	(13.90)	(6.89)
Exceptional Items	(3.07)	(3.47)
Profit /(Loss) after Taxes	29.93	14.57

The Directors do not recommed dividend for the year.

RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

The Company has recorded a production of 41616 MT and Sale of 41616 MT during the year under review as against 33628 MT and 32148 MT respectively during the previous year i.e. an increase of 24% and 29% respectively. However, the gross turnover was Rs.582 Crore as against Rs.587.52 Crore in the previous year. The turnover does not increase in commensurate with sales quantity, as the raw material during the year saw downward trend due to softening of crude prices, consequently sales realization per unit was less than the previous year, though margins have improved.

In order to de-risk business it is decided to diversify into manufacturing of Cast Poly Propylene Film. The Company is in the process of installing integrated CPP Film plant of 5000 TPA at existing site.

CDR EXIT

Companyâs CDR tenure ended on 31.03.2016. The Company has paid entire debt restructured under CDR as envisaged in the Scheme

EXPORTS

The Companyâs exports continue to grow at a healthy pace, during the year under review companyâs exports were of 12769 MT as compared to previous year of 7904 MT i.e. an increase of 62%.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

a) Industry Structure and Development

The Demand of Acrylic Fibre during the year has improved; the company sold 41616 MT during the year under review as compared to 32148 MT during the previous year. During first quarter of current financial year demand continues to be good and it is expected that during the remaining period momentum would sustain.

b) Opportunities and Threat

Principal raw material i.e. A C N is a by-product of crude oil. During the year under review prices of crude oil fallen, while it is now stabilizing in the band of 50 USD per barrel, as such it is expected that A C N prices would also move in a narrow band. Since it is being imported, the fluctuation in foreign exchange i.e. USD vs. INR has a bearing on the margin of the Company.

c) Segment-wise / Product-wise performance

The Company has only one segment i.e. Acrylic Fibre.

d) Risk and Concern

Since Company is dependent upon imported raw materials as such sudden movement in USD and volatility in crude oil adversely affects the margin. To de-risk the company is increasing thrust on exports; companyâs exports were about 30% of sales.

DIRECTORS

As per terms and conditions of appointment, Shri Rakesh Mundra, Director retires in the for the coming Annual General Meeting and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Vineet Jain, Managing Director and Mr. Rakesh Mundra, Director (Finance) & Company Secretary are the Key Managerial Personnel of the Company.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

EVALUATION OF BOARD PERFORMANCE

The Board carried out an annual evaluation of its own performance, of each Board Member individually as well as the working of its committees.

DIRECTORS RESPONSIBILITY STATEMENT

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31^st March, 2016 and of the profit of the company for the year ended on that date;

d) That the directors had prepared the annual accounts on a going concern basis;

e) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with any of the related parties were in conflict with your companyâs interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.34 of the Financial Statements forming part of this Annual Report. All related party transactions are negotiated on armâs length basis.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WORMEN AT WORK PLACE

The Company has in place requisite Internal Committees as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on issues covered by the above act were received during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 201516 impacting the going concern status and your Companyâs operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

RISK MANAGEMENT

INTERNAL FINANCIAL CONTROL

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

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Cost Audit

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Directors, on the recommendation of the Audit committee, appointed M/s. Satnam Sigh Saggu, Cost Accountants as Cost Auditors of your company for the Financial Year 2016-17 to carry out the cost audit for the applicable business on a remuneration of Rs.40,000/- (Rupees forty thousand only) plus applicable taxes and reimbursement of out of pocket expenses. A certificate from M/s. Satnam Sigh Saggu, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules made there under.

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members of the Company in the general meeting for ratification. Accordingly the Board of Directors of the Company seek membersâ ratification for the remuneration payable to M/s. Satnam Sigh Saggu, Cost Accountants for the FY 2016-17, at the ensuing Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. V.K. Sharma & Co, Practicing Company Secretaries, to undertake Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the Financial Year ended 31^st March 2016 is annexed herewith to this Report.

The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments.

DISCLOSURES:

Audit Committee

Vigil Mechanism

Meetings of the Board

During the year four meetings of the Board of Directors were held. The maximum interval between any two Board Meeting did not exceed 120 (One hundred twenty) days.

Particulars of Loans given, Investments made, Guarantees given and Securities provided.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

Extract of Annual Return

A separate report on the details of the Extract of Annual Return in form MGT''9 is annexed herewith, which form part of the Directorâs Report.

Particulars of Employees and related disclosures.

ISO CERTIFICATION

FIXED DEPOSITS

The company does not accept fixed deposits.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors also wish to place on record their appreciation of the devoted services of the Companyâs employees, who have diligently contributed to the Companyâs progress.

for and on behalf of the Board

Rakesh Mundra Vineet Jain

Director (Finance) & Company Secretary Managing Director

Place : New Delhi

Dated : 6^th August, 2016

Mar 31, 2015

To the Members

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous year are mentioned below:-

(Rs./ Crores)

2014-15 2013-14

Sales (Gross) & Other Income 595.24 591.29

Profit before Interest & Depreciation 40.18 31.95

Financial Charges 7.62 9.83

Depreciation 7.32 8.26

Profit / (Loss) before Taxes 25.25 13.86

Tax Expenses for the year :-

- Current Tax (0.31) (0.07)

- Deferred Tax Assets (6.89) (3.35)

Exceptional Items (3.47) (3.18)

Profit /(Loss) after Taxes 14.57 7.26

The Directors do not recommend dividend for the year.

RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

The Company has recorded a production of 33628 MT and Sale of 32148 MT during the year under review as against 31814 MT and Sale of 32838 MT respectively during the previous year. The gross turnover during the year stands to Rs.587.52 Crore as against Rs.587.54 Crore in the previous year.

EXPORTS

The Company''s exports during the year under review were of Rs.124.79 Crore as compared to Rs.67.55 Crore in the previous year i.e. an increase of 84%.

DIRECTORS

Shri M M Kohli, Director of the company has passed away on 23.03.2015, Board placed its deep condolences on his sad demise and its appreciation for the valuable services rendered by him.

PICUP withdrawn nomination of Shri R K Gupta and appointed Shri D K Sharma in his place w.e.f 02.02.2015, Board placed on record its appreciation for the valuable services rendered by him.

The Board of Directors had appointed Shri D K Kapila and Smt Soma Garg as additional director of the Company in the category of Independent Directors w.e.f 25.05.2015 and 07.08.2015 respectively. They will hold office upto the date of forthcoming Annual General Meeting and is eligible for appointment as a Director.The Company has received notices in writing from members proposing their candidature for the office of Director.

The Board proposes to appoint subject to your approval Shri S C Malik a Non Executive Director of the Company in the category of Independent Director.

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2015 and of the profit of the company for the year ended on that date;

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

d) That the directors had prepared the annual accounts on a going concern basis;

e) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, along-with a certificate from the auditors of the Company is annexed and forms part of this Report

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with any of the related parties were in conflict with your companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.32 of the Financial Statements forming part of this Annual Report. All related party transactions are negotiated on arm''s length basis and are intended to further your Company''s interest.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee).The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board to overseeing and approving the Companies Risk Management framework and all the risks that the company faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management.

INTERNAL FINANCIAL CONTROL

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

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.The Auditors report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. V.K. Sharma & Co, Practicing Company Secretaries, to undertake Secretarial Audit for the financial year 2014-15.The Secretarial Audit Report for the Financial Year ended 31st March 2015 is annexed herewith to this Report.

The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments.

DISCLOSURES:

Audit Committee

Company has an Audit Committee of the Board of Directors in place.The terms of reference of the Audit Committee are in line with Section 177of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report.All recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has established a Vigil Mechanism policy in accordance with the provisions of the Companies Act, 2013 read with Rules there under and the Listing Agreement with the stock exchanges to deal with the instances of fraud and mismanagement. The details of the vigil mechanism are posted on the website of the Company.

Meetings of the Board

During the year four meetings of the Board of Directors were held. The maximum interval between any two Board Meeting did not exceed 120 (One hundred twenty) days.

Particulars of Loans given, Investments made, Guarantees given and Securities provided.

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the Company is provided in financial statement .

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required to be disclosed under the Act, are annexed hereto and form part of this Report.

Extract of Annual Return

A separate report on the details of the Extract of Annual Return in form MGT9 is Annexed herewith, which form part of the Director''s Report.

Particulars of Employees and related disclosures.

Provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014,are not attracted as none of the employees drawing excess remuneration of the limits set out in the said Rules. ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The company does not accept fixed deposits.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Company''s employees, who have diligently contributed to the Company''s progress.

For and on behalf of the Board

Rakesh Mundra Vineet Jain Director (Finance) Managing Director & Company Secretary

Place : New Delhi Dated : 7th August, 2015

Mar 31, 2014

To the Members

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous year are mentioned below:-

(Rs./ Crores) 2013-14 2012-13

Sales (Gross) & Other Income 591.29 468.20

Profit before Interest & Depreciation 31.95 7.59

Financial Charges 9.83 12.71

Depreciation 8.26 4.72

Profit / (Loss) before Taxes 13.86 (9.84)

Tax Expenses for the year :-

- Current Tax 0.06 0.03

- Deferred Tax (Net of prior period effect) 3.36 (2.94)

Exceptional Items 3.18 -

Profit /(Loss) after Taxes 7.26 (6.93)

The Directors do not recommend dividend for the year.

OPERATIONS

The Company has recorded production of 31814 MT and Sale of 32838 MT during the year under review as against 29127 MT and Sale of 28977 MT respectively during the previous year, posting a strong growth of 9% and 13% respectively. The gross turnover during the year increased to Rs.587.54 Crore from Rs.463.88 Crore in the previous year, an increase of 27%

EXPORTS

The Company''s exports during the year under review were of Rs.67.55 Crore as compared to Rs.33.56 Crore in the previous year i.e. an increase of 101%. The company is exporting to Iran, China, Bangladesh, Pakistan, South America and Africa.

MANAGEMENT DISCUSSION & ANALYSIS

a) Industry Structure and Development

The Demand of Acrylic Fibre during the year was better than the previous year and your company has sold 32838 MT during the year as compared to 28977 MT during the previous year. During the current year it is expected that momentum will continue.

b) Opportunities and Threat

Principal raw material of your company is A C N which is a by-product of crude oil. The crude oil prices continue to be volatile in the international market resulting direct impact on the A CN prices. The A C N is largely imported as such the upward fluctuation in foreign exchange i.e. USD vs. INR adversely affects the margin of the Company.

Import of Acrylic Fibre at a low price from various countries more particularly from Thailand is causing serious injury to domestic Industry.

c) Segment-wise / Product-wise performance

The Company has only one segment i.e. Acrylic Fibre.

d) Risk and Concern

Since Company uses imported raw materials as such upward movement in USD and Crude oil adversely affect the margin. To derisk the company is increasing its exports. During the Financial Year 2013-14 exports have gone up to Rs.67.55 Cr. from Rs.33.56 Cr. in the Financial Year 2012-13.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND CORPORATE SOCIAL RESPONSIBILITY POLICY UNDER THE COMPANIES ACT 2013

In the Board Meeting held on 26th May 2014, your directors have constituted the Corporate Social Responsibility Committee comprising Shri M.M. Kohli as Chairman and Shri Vineet Jain and Shri S.C. Malik as Members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities.

ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The company does not accept fixed deposits from public.

DIRECTORS

As per terms and conditions of appointment Shri Rakesh Mundra, Director retires in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Company has received requisite notices in writing from members proposing Shri M.M. Kohli and Shri S. Sathyamoorthy for appointment as Independent Directors.

The company has received declarations from the Independent Directors, 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.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation

relating to material departures; ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and

of the profit of the company for that year; iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) the directors had prepared the annual accounts on a going concern basis.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company valued human resources as its most valuable assets, among all other assets of the company. It has been the policy of the company to actuate the talent by providing opportunities to develop themselves within the organisation. The company continued to have a very cordial and harmonious relation with its employees.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

EMPLOYEES

There was no employee drawing remuneration in excess of ceiling(s) prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, alongwith a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

COST AUDIT

The report of Shri Satnam Singh Saggu, Cost Accountants, in respect of the Cost Accounts of the company for the year ended 31st March, 2014 will be submitted to the Central Government in due course.

AUDITORS AND THEIR REPORT

M/s. B.K.Shroff & Co., Chartered Accountants, New Delhi retires at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them under Section 224(1-B) of the Companies Act, 1956.

The Auditors in the report, while referring to Schedule No.12 to Notes on Accounts, for the Financial Year 2013-14 commented on the inability to express any opinion on the future profitability projections made by the Company and their consequential impact, if any, on the Deferred Tax Assets recognized in the said accounts.

In the opinion of the Company, based on future profitability estimates in view of commissioning of new Power Plant and enhancement in capacity, the company is virtually certain that there would be sufficient taxable income available in future to claim the tax credit.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Company''s employees, who have diligently contributed to the Company''s progress.

for and on behalf of the Board for and on behalf of the Board Rakesh Mundra Vineet Jain Director (Finance) & Company Managing Director Place : New Delhi Dated : 11th August,2014

Mar 31, 2013

To the Members

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous period are mentioned below:-

(Rs./ Crores)

2012-13 2011-12

Sales (Gross) & Other Income 468.20 435.01

Profit before Interest & Depreciation 15.32 2.08

Financial Charges 12.71 10.23

Depreciation 4.72 2.94

Profit / (Loss) before Taxes (2.11) (11.09)

Tax Expenses for the year :-

- Current Tax 0.03 0.03

- Deferred Tax Assets 2.94 3.81

Exceptional Items Â Exchange Fluctuation Loss / (gain) 7.73 14.84

Extra-ordinary Income / (Expense) - 13.45

Profit /(Loss) after Taxes (6.93) (8.70)

The Directors do not recommend dividend for the year.

OPERATIONS

The Company has recorded a production of 29127 MT and Sale of 28977 MT during the year under review as against 24718 MT and 26726 MT respectively during the previous year, posting a strong growth of 20% and 8% respectively. The gross turnover during the year increased to Rs.463.88 Crores from Rs.431.08 Crores in the previous year.

During the year under review company suffered losses as Acrylonitrile (ACN), the principal raw material witnessed volatile scenario, also USD rose sharply against INR.

During current year it is expected that demand of Acrylic Fibre both in domestic and international market shall remain strong, also the A C N prices have now stabilized. The USD also expected to move within a range as the Government is taking various steps to tackle Current Account Deficit. As such barring un- foreseen circumstances the Company shall do better in the current year.

ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The company does not accept fixed deposits from public.

DIRECTORS

Mr. S. Sathyamoorthy and Mr. S.C. Malik, Directors retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that year;

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

iv) the directors had prepared the annual accounts on a going concern basis.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company valued human resources as its most valuable assets, among all other assets of the company. It has been the policy of the company to actuate the talent by providing opportunities to develop themselves within the organisation. The company continued to have a very cordial and harmonious relation with its employees.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

EMPLOYEES

There was no employee drawing remuneration in excess of ceiling(s) prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, alongwith a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

COST AUDIT

The reports of Mr. Satnam Singh Saggu, Cost Accountants, in respect of the Cost Accounts of the company for the year ended 31st March, 2013 will be submitted to the Central Government in due course.

AUDITORS AND THEIR REPORT

M/s. B.K.Shroff & Co., Chartered Accountants, New Delhi retires at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them under Section 224(1-B) of the Companies Act, 1956.

The Auditors in the report, while referring to Note No.13 to Notes on Accounts, for the Financial Year 2012-13 commented on the inability to express any opinion 0n the future profitability projections made by the Company and their consequential impact, if any, on the Deferred Tax Assets recognized in the said accounts.

In the opinion of the Company, based on future profitability estimates in view of commissioning of new Power Plant and enhancement in capacity, the company is virtually certain that there would be sufficient taxable income available in future to claim the tax credit.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Company''s employees, who have diligently contributed to the Company''s progress.

for and on behalf of the Board

Rakesh Mundra Vineet Jain

Director (Finance) & Company Secretary Managing Director

Place : New Delhi

Dated : 29th May, 2013.

Mar 31, 2012

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

Salient financial results during the year under review as compared to the previous period are mentioned below:-

(Rs. in Crores)

2011-12 2010-11

Sales (Gross) & Other Income 435.01 426.28

Profit before Interest & Depreciation 2.08 13.54

Financial Charges 10.23 7.03

Depreciation 2.94 2.85

Profit / (Loss) before Taxes (11.09) 3.66 Tax Expenses for the year :-

- Current Tax 0.03 0.02

- Deferred Tax Assets 3.81 -

Exceptional Items - Exchange Fluctuation Loss / (gain) 14.84 (2.68)

Extra-ordinary Income / (Expense) 13.45 (5.85)

Profit /(Loss) after Taxes (8.70) 0.47

The Directors do not recommend dividend for the year.

OPERATIONS

The Company has recorded a production of 24718 MT and Sale of 26726 MT during the year under review as against 27863 MT and 25081 MT respectively during the previous year. The gross turnover during the year was Rs.431.08 Crores as against Rs.423.23 Crores in the previous year.

During the year under review, profitability is adversely affected due to exorbitant price increase i.e., to the tune of 30 to 50 percent by Coal India Limited. On account of such abnormal price increase, Company had to burden additional expense on power & fuel. Secondly, during the year under review due to economic upheaval in European Union / Euro zone and depleting US economy, the USD to INR rose sharply, As the company is dependent upon imports, due to this sudden sharp & unexpected increase it had to suffer significant amount of foreign exchange loss despite of its proactive approach.

The Company has written back CENVAT credit of Rs.13.45 Crores written off in earlier year in these accounts, as the custom/excise duty imbalance stands corrected and company is increasing its exports as such there is virtual certainty of its recovery.

The new power plant is commissioned during the later part of the year; it is designed to run on multi fuel i.e. coal, pet coke and rice husk.

As explained above company had to suffer heavy losses due to sharp increase of coal prices as there was no option except to use coal, but now with the commissioning of new power plant the company would be in a position to alter the fuel from coal to pet coke/ rice husk to its advantage.

Production from new line has also started during the current year, due to increase in production the company would be in a position to derive economy of scale benefit. With the commissioning of power plant and new line it is expected that cost of production shall go down, which would give competitive advantage, as such barring unforeseen circumstances the company expects to post better profitability during the current year.

ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The company does not accept fixed deposits from public.

DIRECTORS

Mr.M.M. Kohli, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Mr. S.C. Malik, Director (Finance) retired on 16.01.2012. Your Directors placed on record their appreciation for the valuable services rendered by Mr. Malik during his tenure. On account of his vast experience he is inducted in the Board as Additional Director w.e.f 14.02.2012. Mr. Rakesh Mundra is appointed Director (Finance) and Company Secretary w.e.f. 14.2.2012, subject to your approval.

During the year PICUP withdrew nomination as Director Mr. K.D. Sharma and nominated Mr. Devender Singh in his place. Your Directors placed on record their appreciation for the valuable services rendered by Mr. K.D. Sharma, during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that year;

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

iv) the directors had prepared the annual accounts on a going concern basis.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company valued human resources as its most valuable assets, among all other assets of the company. It has been the policy of the company to actuate the talent by providing opportunities to develop themselves within the organisation. The company continued to have a very cordial and harmonious relation with its employees.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

EMPLOYEES

There was no employee drawing remuneration in excess of ceiling(s) prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, along with a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

COST AUDIT

The Report of Mr. Satnam Singh Saggu, Cost Accountants, in respect of the Cost Accounts of the company for the year ended 31s1 March, 2012 will be submitted to the Central Government in due course.

AUDITORS AND THEIR REPORT

M/s. B.K.Shroff &ÃÂ¦ Co., Chartered Accountants, New Delhi retires at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them under Section 224(1-B) of the Companies Act, 1956.

The Auditors in the report, while referring to Note No.13 to Notes on Accounts, for the Financial Year 2011-12 commented on the inability to express any opinion on the future profitability projections made by the Company and their consequential impact, if any, on the Deferred Tax Assets recognized in the said accounts.

In the opinion of Board of Directors, based on future profitability estimates in view of commissioning of new Power Plant and enhancement in capacity, the company is virtually certain that there would be sufficient taxable income available in future to claim the tax credit.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Company's employees, which have in great way contributed to the Company's progress.

For and on behalf of the Board

Rakesh Mundra Vineet Jain

Director (Finance) & Company Secretary Managing Director

Place : New Delhi

Dated : 30th May, 2012

Mar 31, 2010

The Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the period ended on 31st March, 2010 (6 Months)

FINANCIAL RESULTS

Salient financial results during the period under review as compared to the previous period are mentioned below:-

(Rs. in Crores) 01.10.2009 to 31.03.2010 1.4.2008 to 30.09.2009

(6 Months) (18 months)

Sales (Gross) & Other Income 232.01 499.69

Profit before Interest & Depreciation 34.16 0.86

Financial Charges 3.22 12.27

Depreciation 8.62 9.06

Profit/(Loss) before Taxes , 22.32 (20.46)

Payment/Provision for Taxes 0.01 0.21

Extra-ordinary Income/ (Expense) (14.03) 17.94

Profit/(Loss) after Taxes - 8.28 (2.74)

The Directors do not recommend dividend for the period.

OPERATIONS

With a view to align the financial year with the income tax period the Board of Directors decided to move to April-March period. As such the present financial year of Company is consisting of six months i.e. from 01.10.2009 to 31.03.2010.

The Company has recorded a production of 14957 MT and a Sale of 16821 MT during the period (6 Months) under review as against 44948 MT and 43606 MT respectively during the previous period (18 Months). The gross turnover during the period was Rs.228.38 Crores (6 Months) as against Rs.496.82 Crores (18 Months) in the previous period.

The Company recorded an EBIDTA of Rs. 34.16 Crores for the period as against 0.86 Crore in the previous period. The Company could post good profits on the back of strong recovery in demand coupled with good prices.

As reported in earlier years due to inverted duty structure the Company is facing CENVAT credit accumulation, the situation is yet continuing. Though the Industry has time and again urged Government to provide relief by way of correcting the inverted duty structure but nothing has been done so far. The Company in these accounts charged Rs.13.45 Crores to Profit & Loss A/c on account of CENVAT accumulation as in the opinion of Board of Directors the Company would not be able to adjust the same against sales.

During the period under review the Company settled dues of a financial institution on one time settlement (OTS) basis. Interest waiver arising out of OTS amounting to Rs.6.37 Lacs has been credited to Profit & Loss Account and waiver in principal amounting to Rs.3.54 Lacs has been credited to Capital Reserve Account.

MANAGEMENT DISCUSSION & ANALYSIS

a) Industry Structure and Development

The Demand of Acrylic Fibre picked up during the period globally and domestically, mainly due to global recovery. During the current year the demand of Acrylic Fibre likely to remain good.

b) Opportunities and Threat

Leading international sportswear brands seeking to source their product from India as such the demand of the product is likely to remain strong. There exists scope for development of value added variants.

The Acrylic Fibre is surplus in many countries as such there are fears of dumping the same into India, though Govt of India has imposed anti dumping duty on imports from certain countries but still a lot need to be done to check the abnormal imports.

The Company is dependent on imported raw materials to a large extent and any increase in crude oil price and foreign exchange fluctuation adversely affects the prospects of the Company.

Acrylic Fibre competes with the Cotton and Polyester Fibre. The gap in the prices of Acrylic Fibre vis-a-vis cotton & polyester encourages

substitution of acrylic Fibre with these Fbres.

c) Segment-wise/Product-wise performance.

The Company has only one segment i.e. Acrylic Fibre.

d) Risk and Concern

The Company/Industry imports most of its requirement of raw-material i.e. A C N, M A, DMF etc. All these are derived from crude, as such any move upward or down ward affects the pricing of these products. But some times the prices do not move in tandem with crude as happening in recent time. For last couple of months the Crude is hovering around 75 USD Per Barrel while the A C N prices are ruling abnormally high. In such a circumstance the demand of the product affects adversely due to high selling prices, consequently the manufacturers faces inventory accumulation and consequently incurs losses. The global economic growth and trends in the coming year will also influence the Acrylic Fibre industry performance.

FUTURE OUTLOOK

The raw material prices are volatile so as the sale price. It remains to be seen as to where the raw material prices settle down. Your Company is making every effort to contain the cost and also pass on increase in cost due to increase in raw material prices to market. It will make efforts to adopt prudent and proactive measures to mitigate the situation.

EXPANSION OF CAPACITY

As reported last year your company is in the process to enhance capacity from 30000 MTPA to 42000 MTPA. The Company also plan to put up a Power Plant of 8 MW

The expanded production will add to the capabilities of the company to withstand the competition from domestic as well as international manufacturers

ISO CERTIFICATION

Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards.

FIXED DEPOSITS

The outstanding public deposits at the end of the accounting period under review amounted to Rs.Nil.

DIRECTORS

Shri M.M. Kohli and Shri S.C. Malik. Directors retires by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. ,

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm thar:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit or loss of the company for that period;

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

iv) the directors had prepared the annual accounts on a going concern basis. HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company valued, human resources as its most valuable assets, among all other assets of the company. It has been the policy of the company to actuate the talent by providing opportunities to develop themselves within the organisation. The company continued to have a very cordial and harmonious relation with its employees. INTERNAL CONTROL SYSTEM AND ADEQUACY

Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors.

EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is appended here with.

CORPORATE GOVERNANCE

The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges.

A separate section on Corporate Governance, alongwith a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

COST AUDIT

The reports of Mr.Satnam Singh Saggu, Cost Accountants, in respect of the Cost Accounts of the company for the period ended 31st March, 2010 will be submitted to the Central Government in due course.

AUDITORS AND THEIR REPORT

M/s. B.K.Shroff & Co., Chartered Accountants, New Delhi retires at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them under Section 224(1-B) of the Companies Act, 1956.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions,

Banks and Shareholders, the State and Central Government.

Your Directors also wish to place on record their appreciation of the devoted services of the Companys employees, which have in great way contributed to the Companys progress.

for and on behalt ot the Board

S. C Malik Vineet Jain Director (Finance) Managing Director

Place : New Delhi Dated : July 30, 2010.

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