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A Oneindia Venture

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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

Directors Report of Polson Ltd.

Mar 31, 2024

The Directors of your Company are pleased to present the 83^rd Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (âF.Y.â) ended March 31, 2024.

â¢ FINANCIAL RESULTS:

The performance of the Company is summarized below:

(Amount in lakhs)

Particulars (Standalone)	STANDALONE
	For the year ended 2023 - 24	For the year ended 2022 - 23
Income from Business Operations	9,639.36	8,385.68
Other income	132.22	218.62
Total Revenue	9,771.58	8,604.30
Total Expenditure	9,039.22	8,063.53
Profit before exceptional item and tax	732.36	540.77
Exceptional item	-	124.21
Profit before tax	732.36	664.98
Provision for Tax	180.49	140.73
Add/(Less) Deferred Tax Liability	37.24	46.69
Prior year tax adjustments (net)	5.08	5.39
Profit after Tax	519.71	482.95
Earning per Equity Share (Face Value: Rs. 50/-)
Basic	433.09	402.46
Diluted	433.09	402.46

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification / disclosure.

â¢ DIVIDEND:

The Company would like to reserve its profits for its growth and future expansion; and hence your Directors do not recommend dividend for the Financial Year.

â¢ RESERVES:

The Board of Directors has decided to plough back the entire amount of profit in the business. In the year under review, the Company has not transferred any amount to the âGeneral Reservesâ.

â¢ INFORMATION ON THE STATE OF COMPANYâS AFFAIR:

The Company achieved a turnover of Rs. 9,639.36 lakhs during the current year, as against Rs. 8,385.68 lakhs during the previous year. The profit during the year has been Rs. 545.75 lakhs as against Rs. 498.51 during the previous year 2022-23.

The Financial Statements of the Company for the F.Y. 2023-24 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Companies Act, 2013 (âthe Actâ). In accordance with the provisions contained in Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Notice of the Annual General Meeting, Standalone Financial Statements, Report of the Auditorâs and Board of Directors thereon are available on the website of the Company at www.polsonltd.com.

Further, a detailed analysis of Companyâs performance is included in the Management Discussion and Analysis Report (âMDARâ), which forms part of this Annual report.

The global macro-economic scenario during the financial year 2023-24 was another period of subdued growth marked by high inflation and interest rates, geo-political tensions, concerns of recession and supply chain constraints. Despite international economic uncertainties, India is expected to continue to be the fastest growing large economy and a preferred market to attract future investments. The teamâs resilience in navigating through difficult environments has led to strong business results for your Company in the financial year 2023-2024.

As per market forecast the Chemical Industry is expected to grow at a CAGR 12% p.a. However, the market scenario has changed post the global economic slowdown and the geo political environment has contributed to fall in demand in the Eurozone. Thereby the exports have come down leading to a fall in turnover. The Company is continuously working to improve the performance. There have been efforts to identify new products and devise a better product mix. With the gradual improvement in the US and Europe Markets, the Company anticipates a better performance in the Financial Year 2024-25.

BUSINESS ACTIVITY:

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

â¢ SHARE CAPITAL:

During the year under review, there have been no changes in share capital of the Company. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2024, was Rs. 60,00,000/- consisting of 1,20,000 Equity Shares of Rs. 50/- each. The shares of the Company are listed on the BSE Limited since July 03, 1995. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year.

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company does not have any subsidiary, associate Companies or Joint Venture. However, the Company is a subsidiary of M/s AJI Commercial Private Limited.

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

a) that in the preparation of the Annual Financial Statements for the year ended 31 March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2024 and of the profits of the Company for the year ended on that date;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

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

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

â¢ DEPOSITS:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

â¢ RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companyâs management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.

â¢ DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by a company for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

During financial year, the Company has appointed Mr. Girish Gaikwad, as an Internal Auditor w.e.f. February 14, 2023 to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companyâs internal financial control system also comprises due compliances with Companyâs policies, standard operating procedures and audit and compliance by an in house internal audit division. The Internal Auditor independently evaluated the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibility to report deficiencies to the Audit & Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has in place adequate internal financial controls with reference to financial statements.

â¢ BOARD OF DIRECTORS:

a. Composition of Board:

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI Listing Regulations, 2015, as well as the Companies Act, 2013.

The composition of Board of Directors as on March 31, 2024 is as follows:

Category	No. of Directors
Non-Executive Independent Directors	2
Non-Executive Non-Independent Directors	1
Executive Directors	3

4- During financial year, Smt. Sushila Jagdish Kapadia (DIN: 02105539) has expired on December 19, 2023.

4- Post financial year Mr. Youhaan Amol Kapadia (DIN: 09509180) and Ms. Alka Shashikant Dhuri (DIN: 10657583) has been appointed as an Additional Non- Executive, Non-Independent Director and Non -Executive Woman Director respectively w.e.f. May 30, 2024.

Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are people of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management.

Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (âIICAâ) as notified by the Central Government under Section 150(1) of the Companies Act, 2013. Your Board confirms that, the independent directors fulfil the conditions prescribed under the SEBI Listing Regulations, 2015 and they are independent of the management.

b. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the period under review the Board of Directors met 10(Ten) times viz. on April 08, 2023; April 19, 2023; May 22, 2023; May 30, 2023; August 14, 2023; October 03, 2023; November 10, 2023; January 18, 2023; February 13, 2024, and March 28, 2024 the details of the meetings of the board of director of the company convened during the financial year 2023-24 are given in the Corporate Governance Report which forms part of Annual Report.

c. Director retiring by Rotation:

Pursuant to provisions of section 152 of the Act, and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhau Lambore (DIN: 02274626 ) Non-Executive, Non- Independent Director is liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves himself for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 83^rd AGM of the Company, for a brief profile of the Director.

d. Meeting of Independent Directors:

A meeting of the Independent Directors was held on March 28, 2024 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations,

2015. The terms of reference of the Independent Directors includes various matters in conformity with the statutory guidelines including the following:

1. Review the performance of Non - Independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non - Executive Directors;

3. Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e. Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

â¢ COMMITTEES OF THE BOARD:

â¢ With a view to have a more focused attention on business and for better governance with accountability, the Board has constituted various committees of directors. Some of the Committees of the Board were reconstituted, renamed and terms of reference were revised to align with the provisions of the Act and SEBI Listing Regulations. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholdersâ Relationship Committee

â¢ Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.

â¢ DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWERPOLICY FOR DIRECTORS AND EMPLOYEES:

The Company has adopted/established vigil mechanism/Whistle blower policy under the provision of Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Employees. The vigil mechanism/Whistle blower policy provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee. The said policy has been posted on the website of the Company at the web link (https://www. polsonltd.com/investor.htm).

The Company affirms that none of the personnel has been denied access to the Audit Committee Chairman.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Company is committed to maintain the highest standards of adhering to Corporate Governance as per the requirements set out by the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with a Certificate from Statutory Auditor and Management Discussion and Analysis as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are annexed as Annexure A and form part of this Annual Report.

â¢ SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

â¢ INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the financial statements for the year ended March 31, 2024 are prepared in accordance to the same.

â¢ CORPORATE GOVERNANCE:

Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 along with Independent Auditorâs Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website (https://www.polsonltd.com/investor.html)

Polsonâs Code of conduct for the prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (https://www.polsonltd.com/investor.htm). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

â¢ MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure B to this report.

â¢ CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information as required under Section 134(3) (m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed in Annexure C to this report

â¢ PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, if any are forming part of the financial statements.

â¢ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the financial year 202324 were on an armâs length basis and were in the ordinary course of business, to serve and mutual needs and the mutual interest.

For the details of the related party transactions, please refer Note No. 47 of Notes to accounts to the Standalone financial statements. The Audit committee has given its omnibus approval for the transactions which could be envisaged.

The company policy on dealing with Related Party Transactions as required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed on companyâs website and a web link thereto is www.polsonltd.com.

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure E to this Report.

â¢ ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 is available on Companyâs website at http://www. polsonltd.com/.

24. STATUTORY AUDITORS:

The shareholder at their Eighty First (81^st) Annual General Meeting held on September 30, 2022 approved re-appointment of M/s. R. G. B. & Associates, Chartered Accountants (FRN. 144967W) as

Statutory Auditors of the Company for a period of five years from the conclusion of Eighty First (81^st) Annual General Meeting till the conclusion of the Eighty Sixth (86^th) Annual General Meeting.

The Statutory Auditors, M/s. R. G. B. & Associates, chartered Accountants (FRN. 144967W) have

successfully completed their first term of Appointment. Accordingly, M/s. R. G. B. & Associates, Chartered Accountants, has been re-appointed for second and final term of 5 yrs to hold office till the conclusion of 86^th AGM i.e. for five consecutive AGM.

The Board has duly reviewed the Statutory Auditorsâ Report on the financial statements including notes to the financial statements. The Report given by the Auditors on the financial statements of the Company forms part of this Report. The notes on financial statements referred to in the Auditors Report are suitable explained in notes to the accounts and are self-explanatory

Directorâs comment on Auditorâs Observation

Auditorâs observation	Directorâs comment
The company has not maintained proper records of Fixed Assets.	The Company is in process of maintaining records of fixed assets and the same will be updated shortly.
As the Company has not maintained the Fixed Asset Register, we are unable to get the list of all immovable properties held by the Company and its Title Deeds.	All the title deeds of immovable properties are held in the name of the Company. The Company is in process of maintaining records of fixed assets.
Few Discrepancies in physical verification of inventories as compared to book records	The discrepancies has been properly dealt with in the books of accounts.

Further, No fraud was reported by the Auditors of the Company to the Audit Committee pursuant to section 143(12) of the Act.

25. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed and detailed in Annexure G to this reportherewith. The qualifications provided in the report are self-explanatory and the Company shall endeavor its best to make the requisite compliances.

Further, pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Reportâ for the year ended on March 31, 2024 and the same was submitted to the stock exchange in time.

26. COST AUDITORS:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.

27. INTERNAL AUDITOR:

Mr. Girish Gaikwad, was appointed as an Internal Auditor w.e.f. February 14, 2023.

28. POLICY FOR DETERMINING DIRECTORSâ ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at the web link: www.polsonltd.com

29. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The performance evaluation of the Board of Directors was conducted by the entire Board (excluding the director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBIâs Guidance. Note on board evaluation and inputs received from the directors, covering various aspects of the Boardâs functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the director; active participation and contribution during discussions and governance.

For the financial year 2023-24, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

31. COMPLIANCE WITH THE MINIMUM PUBLIC SHAREHOLDING (MPS) REQUIRMENTS

The company has complied with the Minimum Public Shareholding (âMPSâ) requirement as specified in Rule 19(2)and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 as mandated under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to constitution of Internal Complaint Committee (âICCâ) under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members.

Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

Particulars	No. of Complaints
Number of complaints filed during the financial year	2
Number of complaints disposed of during the financial year	2
Number of complaints pending as on end of the financial year	Nil

33. SAFETY, HEALTH AND ENVIORMENT:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company has been continuously taking various steps to develop and adopt safer process technologies and unit operations. Your Company is making continuous efforts for adoption of safe & environmental friendly production processes. Monitoring and periodic review of the designated SHE Management System are done on a continuous basis.

34. GREEN INITIATIVE:

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other members also to register themselves for receiving Annual Report in electronic form.

35. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

NO SIGNIFICANT OR MATERIAL ORDER WAS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Companyâs operation in future.

36. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

37. MD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

38. SIGNIFICANT OR MATERIAL ORDER PASSED:

â¢ During the year under report, no significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companyâs operations in future.

39. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, other Statutory and Regulatory Authorities for their continued guidance, assistance, co-operation and support received.

Your Directors thank all our esteemed clients, associates, vendors and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill upgradation and technology development Company will continue to provide world class professionalism and services to its clients, associates, vendors and contractors.

Your directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future to become a significant leading player in the industry in which Company operates.

For and On behalf of the Board of Directors of Poison Limited

Place: Mumbai

Date: August 14, 2024 Sd/_- Sd/_-

Youhaan Kapadia Amol Kapadia

Director Managing Director

DIN: 09509180 DIN: 01462032

Mar 31, 2023

The Directors of your Company are pleased to present the 82^nd Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (âF.Y.â) ended March 31, 2023.

1. FINANCIAL RESULTS:

The performance of the Company is summarized below:

(Amount in lakhs)
Particulars (Standalone)	STANDALONE
	For the year ended 2022 - 23	For the year ended 2021 - 22
Income from Business Operations	8385.68	9752.79
Other income	218.62	273.43
Total Revenue	8604.30	10026.23
Total Expenditure	8063.53	9157.99
Profit before exceptional item and tax	540.77	868.24
Exceptional item	124.21	-
Profit before tax	664.98	868.24
Provision for Tax	140.73	215.07
Add/(Less) Deferred Tax Liability	46.69	26.12
Prior year tax adjustments (net)	5.39	4.08
Profit after Tax	482.95	622.95
Other Comprehensive Income	15.56	19.17
Profit available for appropriation :	498.51	642.12
Less: Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to Reserves	-	-
Surplus carried to the Balance Sheet	498.51	642.12
Earning per Equity Share (Face Value: Rs. 50/-)
Basic	402.46	519.33
Diluted	402.46	519.33

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification / disclosure.

2. DIVIDEND:

The Company would like to reserve its profits for its growth and future expansion; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

Particulars	Standalone(in lakhs)
Net Profit for the year	498.51
Other comprehensive Income for the year	15.56
Balance of Reserve at the beginning of the year	10169.99
Transfer to General Reserve	-
Prior year reversal of profit on account of cancellation of contracts
Balance of Reserve at the end of the year	10654.32

4. INFORMATION ON THE STATE OF COMPANYâS AFFAIR:

The Company achieved a turnover of Rs. 8385.68 lakhs during the current year, as against Rs. 9752.79 lakhs during the previous year. The profit during the year has been Rs. 498.51 lakhs as against Rs. 642.12 during the previous year 2020-21.

The Financial Statements of the Company for the F.Y. 2022-23 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Companies Act, 2013 (âthe Actâ). In accordance with the provisions contained in Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Notice of the Annual General Meeting, Standalone Financial Statements, Report of the Auditorâs and Board of Directors thereon are available on the website of the Company at www.polsonltd.com. Further, a detailed analysis of Companyâs performance is included in the Management Discussion and Analysis Report (âMDARâ), which forms part of this Annual report.

In financial year 2022-23 global uncertainties are rife. Barely had the pandemic receded, and the war in Ukraine broke out in February 2022. Prices of food, fuel and fertiliser rose sharply. As inflation rates accelerated, central banks of advanced countries scrambled to respond with monetary policy tightening.

Many developing countries, particularly in the South Asian region, faced severe economic stress as the combination of weaker currencies, higher import prices, the rising cost of living and a stronger dollar, making debt servicing more expensive, proved too much to handle.

In the second half of 2022, there was a respite for governments and households. Commodity prices peaked and then declined. In the near term, the acute pressure was relieved, although prices of some commodities (e.g., crude oil) remain well above their pre-pandemic levels. For countries dependent on imports, priced and payable in dollars, a global slowdown led by the United States (US) offers a triple relief. Commodity prices decline, and US interest rates peak, as does the US dollar. As 2023 rolled in, China opened up rather swiftly, reversing its Zero-Covid policy.

Business Activity:

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

5. SHARE CAPITAL:

During the year under review, there have been no changes in share capital of the Company. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2023, was Rs. 60,00,000/- consisting of 1,20,000 Equity Shares of Rs. 50/- each. The shares of the Company are listed on the BSE Limited since July 03, 1995. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company does not have any subsidiary, associate Companies or Joint Venture. However, the Company is a subsidiary of M/s AJI Commercial Private Limited.

7. DIRECTORSâ RESPONSIBILITY STATEMENT:

a) that in the preparation of the Annual Financial Statements for the year ended 31 March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2023 and of the profits of the Company for the year ended on that date;

d) that the Annual Financial Statements have been prepared on a going concern basis;

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

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

8. DEPOSITS:

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

9. RISK MANAGEMENT POLICY:

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

During financial year, the Company has appointed Mr. Girish Gaikwad, as an Internal Auditor w.e.f. May 30, 2022 to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companyâs internal financial control system also comprises due compliances with Companyâs policies, standard operating procedures and audit and compliance by an in house internal audit division. The Internal Auditor independently evaluated the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibility to report deficiencies to the Audit & Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has in place adequate internal financial controls with reference to financial statements.

11. DIRECTORS:

As on March 31, 2023, the Composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. As on March 31, 2023, the Board comprise of 6(Six) Directors out of which 2(Two) are Executive Directors, 1(One) Non-Executive Non-Independent Director, 1(One) is Managing Director and 2(Two) Non-Executive Independent

Directors. The Chairman of the Board is Non-Executive, Independent Director of the Company. The Board has highly qualified members and having varied experience in their respective fields.

-I- During financial year, Mr. Chandrakant V Gupte (DIN: 08019397) has stepped down from the Directorship due to pre-occupancy in other work with effect from August 13, 2022.

In terms of provision of the Act and the articles of association of the Company, Smt. Sushila Kapadia (DIN: 02105539) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as an Independent Directors of the Company. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (âIICAâ) as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

C) Number of Meetings of the Board of Directors

During the period under review the Board of Directors met 13(Thirteen) times viz. on May 30, 2022; July 11, 2022; August 13, 2022; September 15, 2022; October 03, 2022; October 08, 2022; November 10, 2022; November 14, 2022; December 28, 2022; January 06, 2023; February 14, 2023, February

20, 2023 and March 8, 2023 the details of the meetings of the board of director of the company convened during the financial year 2022-23 are given in the Corporate Governance Report which forms part of Annual Report.

E) Familiarisation Programme for Independent Directors

The Company has a familiarization programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarized and the details of familiarization programmes imparted to them are placed on the website of the Company at the web link (https://www.polsonltd.com/investor.html).

12. COMMITTEES OF THE BOARD:

There are currently four Committees of the Board, as follows:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholdersâ Relationship Committee

â¢ Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.

13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWERPOLICY FOR DIRECTORS AND EMPLOYEES:

The Company has adopted/established vigil mechanism/Whistle blower policy under the provision of Section 177(9) of the Companies Act, 2013and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Employees. The vigil mechanism/Whistle blower policy provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee. The said policy has been posted on the website of the Company at the web link (https://www.polsonltd.com/investor.htm).

The Company affirms that none of the personnel has been denied access to the Audit Committee Chairman.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

15. SECRETARIAL STANDARDS:

16. INDIAN ACCOUNTING STANDARDS (IND AS):

17. CORPORATE GOVERNANCE:

Board diversity

Polsonâs Code of conduct for the prevention of insider trading

Policies

18. MANAGERIAL REMUNERATION:

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the financial year 2022-23 were on an armâs length basis and were in the ordinary course of business, to serve and mutual needs and the mutual interest.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

23. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 is available on Companyâs website at http://www.polsonltd.com/.

24. STATUTORY AUDITORS:

The shareholder at their Eighty First (81^st) Annual General Meeting held on September 30, 2022 approved re-appointment of M/s. R. G. B. & Associates, Chartered Accountants (FRN. 144967W)

as Statutory Auditors of the Company for a period of five years from the conclusion of Eighty First (81^st) Annual General Meeting till the conclusion of the Eighty Sixth (86^th) Annual General Meeting.

The Statutory Auditors, M/s. R. G. B. & Associates, chartered Accountants (FRN. 144967W) have

Directorâs comment on Auditorâs Observation

Auditorâs observation	Directorâs comment
The company has not maintained proper records of Fixed Assets.	The Company is in process of maintaining records of fixed assets and the same will be updated shortly.
As the Company has not maintained the Fixed Asset Register, we are unable to get the list of all immovable properties held by the Company and its Title Deeds.	All the title deeds of immovable properties are held in the name of the Company. The Company is in process of maintaining records of fixed assets.
Few Discrepancies in physical verification of inventories as compared to book records	The discrepancies has been properly dealt with in the books of accounts.

Further, No fraud was reported by the Auditors of the Company to the Audit Committee pursuant to section 143(12) of the Act.

25. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed M/s. HRU & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.

Further, pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Reportâ for the year ended on March 31, 2023 and the same was submitted to the stock exchange in time.

26. COST AUDITORS:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.

27. INTERNAL AUDITOR:

During the year under review, Mr. Girish Gaikwad, was appointed as an Internal Auditor w.e.f. May 30, 2022.

28. POLICY FOR DETERMINING DIRECTORSâ ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

29. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

For the financial year 2022-23, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

31. COMPLIANCE WITH THE MINIMUM PUBLIC SHAREHOLDING (MPS) REQUIRMENTS

32. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Particulars	No. of Complaints
Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

33. SAFETY, HEALTH AND ENVIORMENT:

34. GREEN INITIATIVE:

35. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

36. MD/CEO/CFO CERTIFICATION:

37. SIGNIFICANT OR MATERIAL ORDER PASSED:

38. ACKNOWLEDGEMENTS:

Mar 31, 2018

The Directors have pleasure in presenting their 77^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL_RESULTS:

(Amount in lakhs)

Particulars (Standalone)	Standalone
	2017-18	2016-17
Total Income	11018	11341
Total Expenditure	9773	9899
Profit before exceptional item and tax	1245	1443
Exceptional item	565	144
Profit before tax	1810	1586
Provision for Tax	(461)	(478)
Less/Add Deferred Tax Liability	(234)	(75)
Prior year tax adjustments (net)	(24)	-
Profit after Tax	1090	1033
Add: Balance of Profit brought forward	6906.67	5778.04
Other Comprehensive Income	19.20	(1.54)
Profit available for appropriation :
Less: Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to Reserves	-	-
Less: Short Provision for previous year adjusted
Add: Adjusted Items	6.63	97.17
Surplus carried to the Balance Sheet	8010.15	6906.67
Earning per Equity Share (Face Value: '' 50/-)
Basic	908.59	860.48
Diluted	908.59	860.48

The Company has adopted Indian Accounting Standards (Ind-As) as prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2. DIVIDEND:

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

Particulars	Standalone(in lakh)
Net Profit for the year	Rs. 1090/-
Other comprehensive Income for the year	Rs. 19.20/-
Balance of Reserve at the beginning of the year	Rs. 6906.67/-
Transfer to General Reserve	-
Balance of Reserve at the end of the year	Rs. 8009/-

4. INFORMATION ON THE STATE OF COMPANYâS AFFAIR

The Company achieved a turnover of Rs. 1,05,76,57,953/- during the current year, as against Rs. 1,08,27,58,016/- during the previous year. The profit during the year has been Rs. 10,90,31,213/- as against Rs. 10,32,58,046/- during the previous year 2016-17.

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

6. DIRECTORSâ RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directorsâ state that:

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

b) 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 and of the profit and loss of the company for that period;

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

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

e) the 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) 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.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary, associate Companies or Joint Venture the Company has a holding Company named AJI Commercial Private Limited.

8. DEPOSITS

9. RISK MANAGEMENT POLICY

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companyâs internal financial control system also comprises due compliances with Companyâs policies, standard operating procedures and audit and compliance by an in house internal audit division, supplemented by internal audit checks from Nirmal Nagpal, the Internal Auditor.

The Internal Auditor independently evaluated the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibility to report deficiencies to the Audit & Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

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.

11. DIRECTORS:

A) Since last Report, following Changes in Directors and Key Managerial Personnel took place:

- During financial year Mr. Milin Ramani resigned from the post of Company Secretary w.e.f June 30, 2017.

- During financial year Mrs. Sampada Sachin Sawant appointed as Company Secretary w.e.f. July 01, 2017.

- Post financial year Mr. Pradip Pai (DIN: 00107704) has stepped down from the Directorship due to pre-occupancy with effect from August 14, 2018.

- Post financial year Mr. Rajiv Agarwal (DIN: 00518199) was appointed as an Independent Director w.e.f August 14, 2018.

- Post financial year Mr. Chandrakant Gupte (DIN: 08019397) was appointed as an Independent Director w.e.f August 31, 2018.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Dhau Lambore, Director of the Company is liable to retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Board has recommended for the same. Details about the directors being appointment / re-appointment are given in the Notice of the 77^th Annual General Meeting being sent to the members along with the Annual Report.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

C) Annual Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

D) Number of Meetings of the Board of Directors:

Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The details of Board and Committee meetings held during the financial year 2017-18 are provided in Corporate Governance Report which forms a part of Annual Report.

E) Familiarisation Programme for Independent Directors

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance report and are also available on our website (https://www.polsonltd.com/investor.htm). Further at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

12. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently four Committees of the Board, as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholdersâ Relationship Committee

- Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.

13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted vigil mechanism policy under the provision of Sec 177 of the Companies Act, 2013. The vigil mechanism provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management discussion and Analysis Report is enclosed as a part of this report .

15. CORPORATE GOVERNANCE CERTIFICATE

Board diversity

Polsonâs Code of conduct for the prevention of insider trading

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (https://www.polsonltd.com/investor. htm). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

16. MANAGERIAL REMUNERATION:

17. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS & OUTGO:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed in Annexure B to this report

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to your company since no transactions of such nature has been undertaken or entered into by your company.

The amount of loan already given is within the limits prescribed u/s 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as detailed in Annexure C to this report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

21. STATUTORY AUDITORS

The shareholder at their Seventy Sixth Annual General Meeting held on September 29, 2017 approved appointment of M/s. R. G. B. & Associates, chartered Accountants (FRN. 144967W) as Statutory Auditors of the Company for a period of five years from the conclusion of Seventy Sixth Annual General Meeting till the conclusion of the 81^st Annual General Meeting . The Auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The notes on financial statements 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.

Directorâs comment on Auditorâs Observation

Auditorâs observation	Directorâs comment
The company has not maintained proper records of Fixed Assets.	The Company is in process of maintaining records of fixed assets and the same will be updated shortly.
As the Company has not maintained the Fixed Asset Register, we are unable to get the list of all immovable properties held by the Company and its Title Deeds.	All the title deeds of immovable properties are held in the name of the Company. The Company is in process of maintaining records of fixed assets.
the Company has granted unsecured loan to one of its Group Company M/s. Dudhwala Builders Pvt Ltd to the tune of Rs. 10 Crores during mid of the year.	The amount was granted to meet the temporary business exigencies, but the amount has been received in full.
According to the information and explanation given to us, there are dues of income tax & tax deducted at source which have not been deposited with the appropriate authorities on account of dispute. The company has not paid outstanding Income Tax of ?. 6,806 for the AY 2013-14 and ? 8,99,142 /- towards tax deducted at source for various years.	The Company is of the view that the said demand may or may not be payable as there might be errors occurred while filing TDS Returns. The Company is in the process of revising the old TDS returns and the demand which is required to be paid will be paid immediately after revision of the said returns. Appropriate steps have been taken by the company for rectifications applications with the appropriate authority which are pending decision.

22. SECRETARIAL AUDITOR

The Secretarial Audit Report is annexed and detailed in Annexure E to this report herewith. The qualifications provided in the report are self explanatory and along with explanation of Board are as follows.

COMMENTS ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

Comments in Secretarial Audit Report	Directors Comment
Register of Charges with the details of current charges	The Company is in the process of complying and closure of register of charges with Registrar Office of Companies. The Company has made applications to the respective banks for their No due Certificate towards satisfaction of charges and awaiting their response on the same.
Non -maintenance of fixed asset register	The Company is in process of maintaining records of fixed assets and the same will be updated shortly.
Non Maintenance of Website as per SEBI (LODR) Regulations, 2015	The Company shall endeavor its best to make the compliance good
the Company has granted unsecured loan to one of its Group Company M/s. Dudhwala Builders Pvt Ltd to the tune of Rs. 10 Crores during mid of the year.	The amount was granted to meet the temporary business exigencies, but the amount has been received in full.

23. INTERNAL AUDITOR

The Board of Directors of the Company has appointed Mr. Nirmal Nagpal as an Internal Auditor of the Company. The auditor reports to the Audit Committee

24. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return has been annexed as Annexure âFâ to this report.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

26. COMPLIANCE WITH THE MINIMUM PUBLIC SHAREHOLDING (MPS) REQUIRMENTS

Our company is now MPS compliant. During the year, the Promoters of the company have sold 11,200 shares through âOffer For Saleâ mechanism available with Bombay Stock Exchange.

27. MISCELLANEOUS

Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

Your Company did not allot any equity share as sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

During the year under report, no significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companyâs operations in future.

27. ACKNOWLEDGEMENTS

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors

Sudhir Nevatia

Chairman

DIN:00001258

Place: Mumbai

Date: 31.08.2018

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 75^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS:

(Amount in lakhs)

Particulars (Standalone)	Standalone
	2015-16	2014-15
Total Income	11118	11087
Total Expenditure	(10083)	(10129)
Profit before Tax	2520	958
Provision for Tax	(575)	(280.6)
Less/Add Deferred Tax Liability	(330)	(22.33)
Profit after Tax	1615	655.07
Add: Balance of Profit brought forward	3826.70	3270.14
Profit available for appropriation :	5441.7	3925.21
Less: Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to Reserves	(242.29)	(98.21)
Less: Short Provision for previous year adjusted	-	-
Surplus carried to the Balance Sheet	5199.8	3827
Earning per Equity Share (Face Value: Rs. 50/-)
Basic	1346.10	545.64
Diluted	1346.10	545.64

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

2. DIVIDEND:

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

Particulars	Standalone(in lacs)
Net Profit for the year	Rs. 1615/-
Balance of Reserve at the beginning of the year	Rs.3827/-
Transfer to General Reserve	Rs.242/-
Balance of Reserve at the end of the year	Rs. 5200/-

4. INFORMATION ON THE STATE OF COMPANY''S AFFAIR

The Company achieved a turnover of Rs. 1,04,14,78,229/- during the current year, as against Rs. 1,07,68,39,241/during the previous year. The profit during the year has been Rs. 16,15,31,482/-- as against Rs. 6,54,77,189/during the previous year 2014-15.

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

The highlights of the Company''s performance are as under:

- Revenue from operations remained at par with the previous year to Rs. 10414.78/- lacs from the previous year figure of Rs.10390.54/- lacs

- Similarly Exports Revenue for this year is at Rs.7463.26/-Lacs against the previous year of Rs. 7314.71/lacs

- PBDIT increased to Rs. 2213.65/-Lacs from the previous year Rs.1930.49/-

- Profit before tax [prior to exceptional items] increased by 8.16% to Rs.1035.91/- lacs

- Cash Profit increased by 195% to Rs. 2825.95/-

- Gross Margin 33.41% for the year ended March 31, 2016.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors'' state that:

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

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

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

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

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company has following subsidiaries:

A. Direct Subsidiary

The Company has one subsidiary M/s. Dudhwala Builders Private Limited which was ceased to be the subsidiary of the Company w.e.f. 15.06.2015;

B. The Company does not have any jointly held subsidiary; step down subsidiaries and Joint Venture.

C. Associate Companies:

The Company does not have associates companies in which it holds more than 50% shareholding.

8. DEPOSITS

Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act, 2013 during the year under review.

9. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by a company for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal financial control system also comprises due compliances with Company''s policies, standard operating procedures and audit and compliance by an in house internal audit division, supplemented by internal audit checks from Mr. Madhavan Menon the Internal Auditor.

11. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

-I- During the financial year under review, Mr. Nakul Patel (DIN 00332824) stepped down from the Directorship due to pre-occupancy with effect from May 25, 2015.

-I- Mrs. Sushila Kapadia (DIN 02105539) retires by rotation and being eligible offers herself for reappointment.

-1- During financial year Mr. Haren Sampat was appointed as an Independent Director w.e.f August 14, 2015.

-1- During the financial year Mr. Noel Jacob resigned from the post of Company Secretary of the Company w.e.f January 15, 2016.

-I- During the financial year Ms. Amita Karia was appointed as a Company Secretary w.e.f. March 23, 2016. -I- Post financial year Ms. Amita Karia resigned from the post of Company Secretary w.e.f June 30, 2016.

-I- Post financial year Mr. Milin Ramani appointed as a Company Secretary w.e.f July 01, 2016.

-I- Post financial year Mr. Haren Sampat (DIN 02556422) stepped down from the Directorship due to preoccupancy with effect from July 8, 2016.

-I- Post financial year Mr. Abhay Bhalerao was appointed as an Independent Director of the Company w.e.f. July 15, 2016.

B) Declaration by an Independent Director(s) and re- appointment, if any

C) Annual Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

D) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year under review, the meeting of the Board of Directors was conducted 11 times on 30.05.2015,

14.08.2015, 31.08.2015, 24.09.2015, 30.09.2015, 14.11.2015, 30.11.2015, 15.12.2015, 31.12.2015, 13.02.2016 and 23.03.2016

12. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently four Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

15. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 has been annexed with the report.

Our corporate governance philosophy

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Polson, the goal of corporate governance is to ensure fairness for every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosure seeks to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for fiscal 2016 forms part of this Annual Report.

Board diversity

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization program for independent directors

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate governance report and is also available on our website (https://www.polsonltd.com/investor.htm). Further at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

Polson''s Code of conduct for the prevention of insider trading

Uniform Listing Agreement as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during December 2015.

Policies

16. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure A to this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed in Annexure B to this report

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

A. During the year, the Company has not given loan.

B. During the year Company has not extended any guarantee to other body corporate.

C. The Company has not made any investment during the year.

The amount of loan already given is within the limits prescribed u/s 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as detailed in Annexure C to this report

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

21. STATUTORY AUDITORS

M/s. A. S. Madon & Co., Statutory Auditors, retires at the ensuing Annual General Meeting. As per the provisions of section 139(2) of the Companies Act, 2013, the term of the statutory auditor has been completed and there is need to appoint new statutory auditor in place of existing statutory auditor.

The Audit Committee of the Board has recommended the name of M/s. G. N. N. & Associates. M/s. G. N. N. & Associates have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for appointment. Requisite resolution is being placed for the shareholder''s approval.

22. AUDITORS'' OBSERVATION & REPORT

Auditor''s observations are suitably explained in notes to the Accounts and are self-explanatory.

23. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by M/s. Mihen Halani& Associates., a company secretary in practice has been annexed as Annexure ''E'' to this report.

24. COMMENTS ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT Comments in Secretarial Audit Report Directors Comment

Non-Compliance under Clause 40A of Listing The Company has come with the rights issue by Agreement offering 14951 Equity Shares to public shareholders but the same was under subscribed.

The Company is in the process of compliance with the Minimum Public Shareholding.

Non Compliance under Section 203 of Companies Act, The Company has appointed Chief Financial Officer on 2013__13.02.2016._

Non Receipt of Documentary proof for expenditure The Company has made expenditure as required under under section 135 of the Companies Act, 2013 Section 135 of the Companies Act surrounding the chemical plant of the Company situated in Kolhapur where plant of the Company situated.

Register of Charges with the details of current charges The Company is in the process of complying and closure of register of charges with Registrar Office of Companies.

25. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return has been annexed as Annexure ''F'' to this report.

26. ACKNOWLEDGEMENTS

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors

Sushila Kapadia Chairperson

DIN:02105539

Place: Mumbai

Date: 31.08.2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 74th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS:

(Amount in lakhs)

Particulars (Standalone) Standalone

2014-15 2013-14

Total Income 11087 10124

Total Expenditure (10129) (9457)

Profit before Tax 958 667

Provision for Tax (280.6) (212.68)

Less/Add Deferred Tax Liability (22.33) 0.31

Profit after Tax 655.07 454.63

Add: Balance of Profit brought forward 3270.14 2903.63

Profit available for appropriation : 3925.21 3358.26

Less: Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to Reserves (98.21) (64.67)

Less: Short Provision for previous year - (23.00) adjusted

Surplus carried to the Balance Sheet 3827 3270.59

Earning per Equity Share (Face Value: Rs. 10/-)

Basic 545.64 359.33

Diluted 545.64 359.33

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

2. DIVIDEND:

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

Particulars Standalone(in lacs)

Net Profit for the year Rs. 654.77/-

Balance of Reserve at the beginning of the Rs.3270.14/- year

Transfer to General Reserve Rs.98.21/-

Balance of Reserve at the end of the year Rs. 3826.70/-

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR

The Company achieved a turnover of Rs. 1,07,68,39,241/- during the current year, as against Rs. 1,00,58,51,966/- during the previous year. The profit during the year has been Rs. 6,54,77,189/- as against Rs. 4,31,19,547/- during the previous year 2013-14.

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

The highlights of the Company's performance are as under:

* Revenue from operations increased by 7.1% to Rs.10390.54/- lacs

* Exports increased by 13.60% to Rs. 7314.71/- lacs

* PBDIT increased by 16.68% to Rs.1930.49/-

* Profit before tax increased by 43.68% to Rs. 957.76/- lacs

* Cash Profit increased by 27.14% to Rs. 1173.31/-

* Gross Margin 26.91% for the year ended March 31, 2015.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

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

b) 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 and of the profit and loss of the company for that period;

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

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

e) the 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) 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.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company has following subsidiaries:

A. Direct Subsidiary

The Company has one wholly owned subsidiary during the financial year;

* Dudhwala Builders Private Limited

B. The Company does not have any jointly held subsidiary; step down subsidiaries and Joint Venture.

C. Associate Companies:

The Company does not have associates companies in which it holds more than 50% shareholding.

F. Companies which have ceased to be subsidiary

Dudhwala Builders Private Limited, a wholly owned subsidiary of the Company in the financial year 2011-2012. The Board of Directors of the Company in their meeting held on September 17, 2014 have approved the proposal of disinvestment of its entire stake in Dudhwala Builders Private Limited and, accordingly, ceased to be the subsidiary of the Company w.e.f.15.06.2015.

The results of the Company's subsidiary are given in their Annual Reports and Accounts appended to this Report.

8. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. Particulars Details No.

Name of the subsidiary Dudhwala Builders Private Limited

Reporting period for the subsidiary concerned, if different from the holding 01.04.2014-31.03.2015 company's reporting period

Reporting currency and Exchange rate as on the last date of the N.A. relevant Financial year in the case of foreign subsidiaries

Share capital 1,01,000

Reserves & surplus Rs. (46,56,108)

Total assets Rs.32,54,06,335

Total Liabilities Rs.32,54,06,335

Investments -

Turnover -

Profit before taxation Rs.(38,58,916)

Provision for taxation -

Profit after taxation Rs.(38,58,916)

Proposed Dividend Nil

% of shareholding 100%

9. DEPOSITS

Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act, 2013 during the year under review.

The details relating to deposits, covered under Chapter V of the Act,-N.A.

a. accepted during the year-N.A.

b. remained unpaid or unclaimed as at the end of the year-N.A.

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

* at the beginning of the year-N.A.

* maximum during the year-N.A.

* at the end of the year-N.A.

10. SHARE CAPITAL

a. Issue of equity shares with differential rights:

During the year under review, The Company has issued not issued equity shares with differential rights.

b. Issue of sweat equity shares:

During the year under review, the Company has not issued sweat equity shares.

c. Issue of employee stock options :

During the year ended March 31, 2015, the Company has not issued employee stock options.

d. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: During the year Company has not made any provision for purchase of its own shares by its employees or by trustees.

11. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.

12. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

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.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

14. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year under review, the meeting of the Board of Directors was conducted 10 times on 24/5/14; 14/8/14; 06/09/14; 17/09/14; 14/11/14; 25/11/14; 20/01/15; 06/02/15; 14/02/15 and 26/03/15.

16. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

* Post financial year under review, Mr. Nakul Patel (DIN 00332824) resigned from the post of Directorship due to pre-occupancy.

* Mr. Amol Kapadia (DIN 01462032) retires by rotation and being eligible offers himself for re-appointment.

* Post financial year Mr. Haren Sampat was appointed as an Independent Director w.e.f August 14, 2015.

B) Declaration by an Independent Director(s) and re- appointment, if any

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

C) Annual Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

17. MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year- 21:73

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;-Nil

(iii) the percentage increase in the median remuneration of employees in the financial year-20%

(iv) the number of permanent employees on the rolls of company;-48 employees

(v) the explanation on the relationship between average increase in remuneration and company performance;- N.A.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;- The remuneration of Key Managerial Personnel is not increased as increase in Turnover is not substantial.

(vii) The price earnings ratio of the Company as at March 31, 2015 is 545.64, as against 359.33 as at March 31, 2014.

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year differs from employee to employee.

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company-N.A.

(x) the key parameters for any variable component of remuneration availed by the directors The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations the Nomination and Remuneration Committee as per the Remuneration Policy for directors, Key Managerial Personnel.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year-N.A.

(xii) affirmation that the remuneration is as per the remuneration policy of the company-It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and Senior Management adopted by the Company.

C) Details of the every employee of the Company as required pursuant to 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The following employees were in receipt of remuneration more than Rupees Sixty lakh per annum of Rs. 5 Lacs p.m.: There are no employees who draw remuneration more than Rupees Sixty Lakh per annum of Rs. 5 lacs per month.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. (u/s 197)- The Company has not paid any commission to its director and managing director.

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

A. During the year, the Company has not given loan.

Name of the entity Relation Amount Particulars of loans guarantees and investments

Dudhwala Builders Wholly Owned 28,04,75,397/- Loans to its Private Limited Subsidiary wholly owned subsidiary

Name of the entity Purpose for which the loan,guarantee and investment are proposed to be utilized

Dudhwala Builders For day to day operations Private Limited

B. During the year, the Company has extended following Guarantees: During the year Company has not extended any guarantee to other body corporate.

C. The Company has not any made investment during the year.

The amount of loan given is within the limits prescribed u/s 186 of the Companies Act, 2013.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2. (Format enclosed)

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy:

Operations of the Company are not Energy Intensive. However, the Company has endeavoured to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest technology and equipments, wherever feasible, to reduce energy consumption.

(i) The steps taken or impact on conservation of energy: - Energy conservation dictates how efficiently a company can conduct its operations. Polson has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth environmental pollution and strengthened the Company's commitment towards becoming an environment friendly organization.

The Company continued using Natural Raw Materials like Hirda, Tamaring Testa etc in the manufacturing process. The residue of these raw materials is further used as FUEL for Boiler, thus reducing the consumption of Furnace Oil.

A dedicated "Energy Cell" is focusing on energy management and closely monitor energy consumption pattern across all manufacturing plants.

(ii) The steps taken by the company for utilising alternate sources of energy:- The Company does not have alternate sources of energy.

(iii) The capital investment on energy conservation equipment's:-Nil (B) Technology absorption:

i. the efforts made towards technology absorption;

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

iv. The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs. 7032.62/- (previous year: Rs. 6588.24/-) and Rs. 338.70/- (previous year Rs. 331.80/-) respectively.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on February 14, 2015. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure A to this Report.

24. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee.

There are currently four Committees of the Board, as follows:

* Audit Committee

* Corporate Social Responsibility Committee

* Nomination and Remuneration Committee

* Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted vigil mechanism policy under the provision of Sec 177 of the Companies Act, 2013. The vigil mechanism provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee.

26. STATUTORY AUDITORS

M/s. A. S. Madon & Co., Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s. A. S. Madon & Co. have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholder's approval.

27. AUDITORS' OBSERVATION & REPORT:

Auditor's observations are suitably explained in notes to the Accounts and are self-explanatory.

28. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by M/s. SPS & Co., a company secretary in practice has been annexed with the report.

29. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return has been annexed with the report.

30. ACKNOWLEDGEMENTS

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors

Chairperson

Place: Mumbai Date: 31.08.2015

Mar 31, 2014

The Members Polson Limited

The Directors take pleasure in presenting the 73rd Annual Report, together with the Audited Statement of the company''s accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

A summary of the financial results for the year 2013-14 are given below:

Rs in Lacs

FINANCIAL RESULTS 2013-14 2012-13

Gross Income ( Including Non operating income) 10124 9149.42

Less-Total Expenses excluding depreciation 9201 8090.33

Profit /(Loss) Before Depreciation 923 1059.09

Less- Depreciation 256 258.03

Profit /(Loss) before Taxation 667 801.05

Less- Provision for Tax 213 216.45

Less-/Add Deferred Tax Liability 0.32 12.64

Profit/Loss after Taxation 454.32 571.96

Add- Profit /(Loss) Brought Forward 2903.63 2417.46

Less- Transferred to General Reserve 64.69 85.79

Less- Short Provision for previous year adjusted 23 NIL

Balance Carried to Balance Sheet 3270.22 2903.63

OPERATIONS

During the year the Company achieved a sales turnover of Rs. 10,124/- lacs against Rs. 9149.42/- lacs for the previous year registering a growth of 9.63% and net profit after taxation for the year is Rs. 454.32/- lacs as compared to Rs. 571.96/- lacs for the previous year. There was increase in the turnover but relative decrease in the net profit after tax due to increase in operating expenses.

TRANSFER TO RESERVE

During the year under review the Company transferred Rs. 64.69/- Lacs to the General Reserve.

DIVIDEND

Your Directors wish to retain the earnings for the development of the business and therefore do not recommend any dividend for the year under review.

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS

The current year''s operations are covered in the Management Discussion and Analysis Report. This Management Discussion & Analysis Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section forming part of the Annual Report.

MINIMUM PUBLIC SHAREHOLDING

The Minimum Public Shareholding of the company is not in line with the guidelines issued by SEBI and Stock exchanges. The company is actively pursuing the same and is hopeful of bringing the promoters shareholding to 75% and the Public shareholding to 25% by the end of the next financial year.

DIRECTORS

As per the provisions of the Companies Act and the Articles of association of the company Mrs. Sushila J. Kapadia Director of your company retires by rotation and being eligible offer herself for reappointment.

During the year Shri. Jagdish Kapadia, Chairman and Promoter Director of the Company have passed away on February 13, 2014. Shri. Jagdish Kapadia had played a very effective role in the management of the Company on a day to day basis. The Board noted with the deep regret the sudden and sad demise of Shri Jagdish J. Kapadia and placed on records its gratitude and indebtedness towards the gigantic contribution made by him. The Board also recorded its appreciation towards the guidance offered by Shri Jagdish J. Kapadia during his life time as a member of the Board and as a Chairman of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Only your Managing Director is falling under the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director''s Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

SUBSIDIARY COMPANY

Dudhwala Builders Pvt. Ltd. is the subsidiary of your company. The consolidated Balance Sheet is given along with the Annual Report. The company has not attached the individual accounts of Dudhwala Builders Pvt. Ltd. as exempted under General Circular No. : 2 /2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs. However the same are available for inspection at the registered office for members when desired.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditor''s report are self-explanatory and do not need further comments from directors in this report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Suppliers, Bankers and Employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

CIN: L15203PN1938PLC002879

Regd. Office: BY ORDER OF THE BOARD OF DIRECTORS Ambaghat, Vishalgad,

Taluka Â Shahuwadi , Sd/- Dis. Kolhapur SUSHILA KAPADIA Kolhapur Â 415101 CHAIRMAN

Place: Mumbai Date: 24th May 2014

Mar 31, 2013

To, The Members Polson Limited

The Directors take pleasure in presenting the 72nd Annual Report, together with the Audited Statement of the company''s accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

A summary of the financial results for the year 2012-13 are given below:

(Ks. n Lacs)

FINANCIAL RESULTS 2012-13 2011-12

Gross Income (Including Non operating income) 9149.42 8141.84

Less Total Expenses excluding depreciation 8090.33 7282.09

Profit/(Loss) Before Depreciation 1059.09 859.75

Less Depreciation 258.03 206.09

Profit /(Loss) before Taxation 801.05 653.66

Less Provision for Tax 216.45 202.43

Less Deferred Tax Liability 12.64 9.43

Profit/Loss after Taxation 571.96 441.80

Add Profit /(Loss) Brought Forward 2417.46 2041.89

Less Transferred to General Reserve 85.79 66.27

Less Deferred Tax Asset of previous year adjusted NIL NIL

Balance Carried to Balance Sheet 2903.63 2417.42

OPERATIONS

During the year the Company achieved a sales turnover of Rs 9149.42 Lacs against Rs 8141.84 for the previous year registering a growth of 12% and net profit after taxation for the year is Rs 571.96 Lacs as compared to Rs441.80 Lacs for the previous year.

TRANSFER TO RESERVE

During the year under review the Company transferred Rs 85.79 Lacs (Previous Year Rs. 66.27 Lacs) to the General Reserve.

DIVIDEND

Your Directors wish to retain the earnings for the development of the business and therefore do not recommend any dividend for the year under review.

MINIMUM PUBLIC SHAREHOLDING

The Minimum Public Shareholding of the company is not in line with the guidelines issued by SEBI and Stock Exchanges. The company is actively pursuing the same and is hopeful of bringing the promoters shareholding to 75% and the Public shareholding to 25% by the end of the next financial year.

DIRECTORS

With a view to broad base the Board your company has appointed three independent Directors in their Board Meeting held on 21" June 2013 as Additional Directors. The names are Mr Pradip N.Pai, Mr. SudhirH. Nevatiaand MrNakul B. Patel. Their term comes to an end at the ensuing Annual General Meeting and being eligible they offer themselves for reappointment and the Board recommends their reappointment. The company has received the required notices along with the security deposits from the members proposing their candidature as Directors of the Company. The details of the Directors as required to be given are part of the notice issued.

As per the provisions of the Companies Act and the Articles of Association of the company Mr. Amol J. Kapadia Director of your company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair vie w of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Only your Managing Director is falling under the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director''s Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

SUBSIDIARY COMPANY

Dudhwala Builders Pvt Ltd. is the subsidiary of your company. The consolidated Balance Sheet is given along with the Annual Report. The company has not attached the individual accounts of Dudhwala Builders Pvt. Ltd. as exempted under General Circular No.: 2/2011 dated 8* February 2011 issued by the Ministry of Corporate Affairs. However the same are available for inspection at the registered office for members when desired.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditor''s report are self-explanatory and do not need further comments from directors in this report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Suppliers, Bankers and Employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

Regd Office: BY ORDER OF THE BOARD OF DIRECTORS

Ambaghat, Vishalgad,

Taluka - Shahuwadi, Sd/-

Dis. Kolhapur JAGDISH KAPADIA

Kolhapur-415101 CHAIRMAN

Place: Mumbai

Date: 21st June 2013

Mar 31, 2011

To The Members of Poison Limited

The directors take pleasure in presenting the 70th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2011.

FINANCIAL RESULTS

Rs In Lacs

FINANCIAL RESULTS: 2010-11 2009-10

Gross Income 7672.48 6082.57

Less Total Expenses 6569.72 5250.76

Profit/doss) Before Depreciation 1102.76 83181

Less: Depreciation 144.57 100.27

Profit loss) Before Taxation 958.19 73.54

Less: Provision for Tax 265.75 245.51

Add : Deferred Tax Asset 3.86 0.74

Profit (Loss) After Taxation - 688.58 486.76

Add: Profit loss) Brought Forward 1527.79 1114.04

Less: Transferred to General reserve 103.29 73.02

Balance Carried to Balance sheet 2097.591 1527.78

OPERATIONS

During the year the Company has achieved a turn over of Rs.7672.48 lacs against Rs.6082.57 lacs for the previous year and net profit after taxation for the year is Rs.688.58 lacs against Rs.486.76214.22 lacs for the previous year.

TRANSFER TO RESERVE:

During the year under review, Company has transferred Rs.1,03,28,671/- to the General Reserve.

DIVIDEND

Your directors wish to retain the earnings for the development in the business and therefore do not recommend any dividend for the year under review.

PU8UC DEPOSITS

Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act 1956 during the year under review.

DISCLOSURE UNPER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:

The Particulars required under Section 217 (l)(*)of the Companies Act, 1956 read with the Companies (Disclosure-of particulars in the report of the Board of Directors) Rules,1988 in Annexure-l to this Directors report

PARTICULARS OF EMPLOYEES:

Only Managing Director is falling in the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director's Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION: .

Observations in the auditors report are self-explanatory and do not need further comments from directors in this report.

DIRECTORS

Mrs..Sushila J Kapadia retires by rotation and being eligible. offer herself/or reappointment.

During the year 2010-11, the Company has acquired majority Shares and Debentures of Ms. Dudhwala Builders P ltd which has become Subsidiary Company of Poison Limited. *

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from Its Customers, Supplier and employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

Regd Office: By order of the Board of Directors

Ambaghat vishalgad Sd/.

Dis. Kolhapur Jagdish Kapadia

Kolhapur- 415101 Chairman

Place: Mumbai

Date : 30th August 2011

Mar 31, 2010

The directors take pleasure in presenting the 69th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. In Lacs

FINANCIAL RESULTS: 2009-10 2008-2009

Gross Income 6082.57 4334.66

Less: Total Expenses 5250.76 3906.25

Profit/(Loss) Before Depreciation 831.81 428.41

Less: Depreciation 100.27 98.94

Profit/(Loss) Before Taxation 731.54 329.47

Less: Provision for Tax 245.51 120.96

Add : Deferred Tax Asset 0.74 5.72

Profit/(Loss) After Taxation; 486.76 214.22

Add: Profit/(Loss) Brought Forward 1114.04 931.94

Less: Transferred to General reserve 73.02 32.13

Balance Carried to Balance sheet 1527.78 1114.04

OPERATIONS

During the year the Company has achieved a turn over of Rs. 6082.57 lacs against Rs. 4334.66 lacs for the previous year and net profit for the year is Rs.486.76 lacs against Rs.214.22 lacs for the previous year.

TRANSFER TO RESERVE:

During the year under review, Company has transferred Rs. 7301516.00 to the General Reserves.

DIVIDEND

Your directors wishes to retain the earnings for the development in the business and therefore do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

DISCLOSURE UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules,1988 in Annexure-I to this Directors report.

PARTICULARS OF EMPLOYEES:

Only Managing Director is falling in the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai. hold office until the conclusion of forthcoming Annual General Meeting and have.confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditors report are self-explanatory and do not need further comments from directors in this report.

DIRECTORS

Mr Amol Kapadia retires by rotation and being eligible, offer himself for reappointment. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Supplier and employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

Regd Office : By order of the Board of Directors

Ambaghat, Vishalgad,

Taluka - Shahuwadi, Sd/-

Dis. Kolhapur Jagdish Kapadia

Kolhapur - 416001 Chairman

Place: Mumbai

Date : 30th August 2010

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