Directors Report of Polychem Ltd.

Mar 31, 2025

Your Directors'' present the Sixty Eighth Annual Report and Statement of Accounts for the year ended 31^st March, 2025.
FINANCIAL RESULTS (Rs in Lakhs

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31-03-25	31-03-24	31-03-25	31-03-24
Revenue from Operations	2,381.43	3,686.79	4,165.42	5,386.68
Other Income	311.76	131.89	224.88	196.19
Total Income	2,693.19	3,818.68	4,390.30	5,582.87
Total Expenses	2,299.03	3,047.88	3,911.08	4,627.73
Profit/(Loss) before tax	394.16	770.80	479.22	955.14
Current tax (for the year)	63.25	170.00	71.69	170.00
Current tax (relating to previous year)	2.51	1.67	2.51	1.67
Deferred tax	(8.36)	(4.57)	20.83	(36.17)
Profit/(Loss) after tax	336.76	603.70	384.19	819.63
Other Comprehensive Income	(6.89)	(5.78)	(19.73)	(9.76)
Total Comprehensive Income for the period	329.87	597.92	364.46	809.88

1. DIVIDEND:

For the year under review, the Directors propose to recommend a Dividend of Rs. 20/- per equity share of Rs 10/- each i.e.
200% (Rs 30/- i.e. 300% for the previous year) on the Equity shares of the Company aggregating to Rs. 80,80,900/-. The
dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY''S AFFAIRS:

During the year ended 31^st March, 2025, your Company has made a profit of Rs 336.76 lakhs after tax against a profit of Rs.
603.70 lakhs after tax in previous year. The sales of Specialty Chemicals including other operating revenue during the year
ended was Rs. 2,381.43 Lakhs compared to Rs. 3,686.79 lakhs during the previous year and for property development Rs. Nil
during the current and previous year.

3. RESERVES:

Your Directors do not propose to transfer any amount to the general reserve.

4. SUBSIDIARY COMPANY:

The Company has one subsidiary company i.e. Gujarat Poly Electronics Limited (GPEL).

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial statements
of the Company, which forms part of this Annual Report. Further a statement containing the salient features of the financial
statement of our subsidiary company in the prescribed format AOC-1 also forms part of this Annual Report.

The sale of GPEL during the year ended 31^st March, 2025 was Rs. 1,779.24 lakhs as against sale of Rs. 1,692.28 lakhs in the
previous year. GPEL has made profit of Rs. 214.48 lakhs during the current year as compared to profit of Rs. 215.93 lakhs in the
previous year. GPEL manufactures as wells as outsources ceramic capacitors & marketing the same.

During the year, the Company has sold 1,62,407 equity shares of Rs 10/- each i.e. 1.9% of GPEL in the market. As on 31^st March,
2025, the Company holds 44,53,745 equity shares of Rs 10/- each i.e. 52.09% of GPEL.

5. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2024-25, five Board Meetings were held through video conference on the following dates:

(a) 14^th May, 2024 (b) 16^th July, 2024

(c) 8^th August, 2024 (d) 13^th November, 2024

(e) 11^th February, 2025

More details on the Board Meeting are given under Corporate Governance Report.

6. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. More details on the committee are given in Corporate
Governance Report.

7. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee during the year consisted of 3 members. More details on the committee are given
in Corporate Governance Report.

8. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of 3 members, More details on the committee are given in Corporate
Governance Report.

9. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the
details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has
been uploaded on the website of the company http://www.polychemltd.com/download/Whistle%20Blower%20Policy 14.pdf.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for
the F.Y. 2024-25.

10. DIRECTORS''RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

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

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025
and of the profit of the Company for the year ended 31^st March, 2025;

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

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the company;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

11. TAXATION:

The Company''s Income Tax assessments have been completed up to the year ended 31^st March, 2024.

12. DEPOSITS:

Company has not received any deposits from Public during the year and there are no outstanding deposits.

13. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

14. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure
I forming part of this report.

15. DIRECTORS:

a) Mr. T. R. Kilachand (DIN 00006659) retires from Office by rotation, but being eligible, offers himself for re-appointment.
The same is placed before the Members for their approval in ensuing Annual General Meeting.

b) Mr. A.H. Mehta ceased to be director of Company due to demise on 19^th June, 2024.

c) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 16^th July, 2024 appointed Mr. A. A. Dalal (DIN 00353555) as Independent Director of the Company w.e.f.
1^st August, 2024 for initial term of 5 years, the same was approved by the members via postal ballot on 21^st August, 2024.

d) Mr. V. V. Sahasrabudhe and Mr. C. R. Desai completed their second and final term as Independent Director of Company
w.e.f 4^th August, 2024 and hence ceased to be the Directors of Company.

e) Ms. N. S. Mehendale and Mr. Y. S. Mathur completed their second and final term as Independent Director of Company
w.e.f 24^th March, 2025 and 30^th March, 2025 and hence ceased to be the Directors of Company.

f) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 11^th February, 2025 appointed Ms. S. A. Jhaveri (DIN 00029474) and Mr. R. P. Vahi (DIN 00033940) as
Independent Director of the Company w.e.f. 25^th March, 2025 and 31^st March, 2025 for initial term of 5 years, the same
was approved by the members via postal ballot on 22^nd March, 2025.

16. PROMOTER AND PROMOTER''S GROUP:

During the year, 2 promoter companies namely Highclass Trading Private Limited and Delmar Trading Co. Private Limited
have been merged with Virsun Investments Private Limited, another promoter company vide National Company Law Tribunal
(NCLT), Mumbai order dated 16th May, 2024.

Accordingly, entire shareholding of Highclass Trading Private Limited and Delmar Trading Co. Private Limited have been
transferred to Virsun Investments Private Limited. Hence, the number of promoters has been reduced to 7 from 9.

The holding of Promoter and Promoter''s Group before and after the merger remains same i.e. 52.09%

17. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declarations from Independent Directors that they meet the criteria of independence laid down
under section 149(6) of the Companies Act, 2013 and under regulation 16(b) of SEBI (LODR) Regulations, 2015.

18. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/HOLDING
COMPANY UNDER SECTION 197(14):

During the year 2024-25, Mr. A. H. Mehta, Dy. Managing Director of the Company has received Rs. 13.68 Lakhs excluding
retirement benefits from Gujarat Poly Electronics Limited, subsidiary company in capacity of Managing Director.

Mr. Atul H. Mehta ceased to be the Director of the Company due to demise on 19^th June, 2024.

19. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every director''s performance was carried out. An evaluation sheet was given to each
director wherein certain criteria were set out for which ratings are to be given.

20. COMPANY''S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key
Managerial Personnel and other employees, same has been uploaded on the website of the Company http://www.polychemltd.
com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board%20of%20Directors 14.pdf

21. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms'' length and in
ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior Omnibus approval is
obtained from Audit Committee for RPT on Annual basis.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arms''s length basis: NIL

2. Details of material contracts or arrangement or transactions at arm''s length basis:

FORM AOC_- 2

Company & Nature of Relationship	Nature of contracts/ arrangements / transaction	Duration of the contracts / arrangement / transaction	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid / received as advances, if any:
Ginners & Pressers Limited (Directors having significant influence/ control)	Rent & Electricity	N.A	N.A	In Year 1997	No Advances paid. Amount paid as when expenses incurred
Tulsi Global Logistics Pvt Ltd (Directors having significant influence/ control)	Rent	3 Years	N.A	In Year 2023	No Advances Received. Amount recovered as when expenses incurred

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions
between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Company''s website

http://www.polvchemltd.com/download/Related%20Partv%20Transaction%20Policv 14.pdf

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loan or guarantee during the year and there is no outstanding loan or guarantee as on 31^st
March, 2025 but the company has made an investment of Rs 399.98 Lakhs in Mutual Fund during the year.

23. DONATION:

During the year, the Company has not given donation to any charitable trust.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company has spent Rs. 7 Lakhs towards CSR in Financial Year 2024-25. The Details of the same is enclosed and marked
as Annexure II

As per criteria mentioned under section 135(1) of the Companies Act, 2013, the Provision of CSR will not be applicable to the
Company for the Financial year ended 31^st March, 2025.

As per section 135(9) of the Companies Act, 2013, the amount to be spent for CSR activities does not exceed Rs. 50 Lakhs,
hence the requirement for constitution CSR Committee is not required. The Company has adopted the CSR Policy and can be
viewed on the Company''s website http://www.polvchemltd.com/Download/Polvchem%20-%20CSR%20Policv.pdf

25. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial control system with reference to the financial statements.

26. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

27. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor
in their respective reports.

(b) There are no material changes and commitments 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.

(c) Pursuant to Section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on
the Company''s Website at http://www.polvchemltd.com/Annual%20Return.aspx

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is uploaded and can be viewed
on the Company''s website http://www.polvchemltd.com/Download/Anti-Sexual%20Harassement%20Policv.pdf

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related
to sexual harassment and follows the guidelines provided in the policy. The Company has also filed Annual Report 2024 with
District Collector and District Women and Child Development Officer.

The Company has not received any complaints on sexual harassment during the year.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details of Remuneration as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed and marked as Annexure III.

In terms of the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other
particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the
report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information of the top ten employees in terms of remuneration is not sent along with this report. However, having
regards to the provisions of Section 136(1) of the Act the said information is available for inspection. Any member interested
in obtaining such information may write to the Company Secretary, at the Registered office or at [e-mail]
and the same will be furnished on request.

30. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and
a certificate from M/s. Ragini Chokshi & Co., Company Secretaries, are annexed to this Report.

31. STATUTORY AUDITOR:

In 65^th Annual General Meeting, members of the Company have re-appointed M/s. Nayan Parikh & Co., Chartered Accountants,
Mumbai, for a second term of 5 years from the conclusion of 65^th AGM till the conclusion of 70^th Annual General Meeting to
be held in the Year 2027.

32. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013, the Audit Committee has recommended and the
Board of Directors have appointed M/s. Ragini Chokshi & Co., Company Secretaries, (Firm Regn No. 92897) (Membership
No.2390 & C.P. No.1436), a peer reviewed firm, being eligible and having sought appointment, as Secretarial Auditor of the
Company to carry out the Secretarial Audit of the Company for the period of 5 years i.e. from FY 2025-26 till the F.Y 2029-30 on
fees as may be decided by Board from time to time.

The Secretarial Audit Report for F.Y. 2024-25 is enclosed and marked as Annexure IV.

33. INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an
internal auditor to conduct internal audit of the functions and activities of your Company. Your Board of Directors based on the
recommendation of the Audit Committee, had approved the appointment of M/s S. K. Lotlikar, Chartered Accountants (Firm
Registration No. 116871W) to conduct the internal audit of your Company for the Financial Year 2025-26.

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The MDA forms an integral part of this report and give details of the overview, industry structure and developments, different
product groups of the company, operational performance of its various business segments.

35. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1 &
SS-2) issued by ICSI.

36. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation
and continued support. Sincere thanks are also due to the management team and the staff for their valuable contribution.

Registered Office: By Order of the Board of Directors

7, Jamshedji Tata Road,

Churchgate Reclamation,

Mumbai - 400 020. TANIL KILACHAND

CIN : L24100MH1955PLC009663 Chairman

Tel: [phone] DIN 00006659

Email Id: [e-mail]
Website: www.polychemltd.com

Mumbai, May 14, 2025

---

Mar 31, 2024

Your Directors'' present the Sixty Seventh Annual Report and Statement of Accounts for the year ended 31^st March, 2024. FINANCIAL RESULTS (Rs in Lakhs

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31-03-24	31-03-23	31-03-24	31-03-23
Revenue from Operations	3,686.79	3,521.88	5,386.68	5,124.21
Other Income	131.89	49.53	196.19	560.63
Total Income	3,818.68	3,571.41	5,582.87	5,684.84
Total Expenses	3,047.88	3,111.35	4,627.73	4,632.01
Profit/(Loss) before tax	770.80	460.06	955.14	1,052.83
Current tax (for the year)	170.00	89.60	170.00	89.60
Current tax (relating to previous year)	1.67	-	1.67	-
Deferred tax	(4.57)	(1.68)	(36.17)	(1.68)
Profit/(Loss) after tax	603.70	372.14	819.63	964.91
Other Comprehensive Income
Re-measurement of the defined benefit plans (net of tax)	(5.78)	(5.94)	(9.76)	(18.13)
Total Comprehensive Income for the period	597.92	366.20	809.88	946.78

1. DIVIDEND:

For the year under review, the Directors propose to recommend a Dividend of Rs. 30/- per equity share of Rs 10/- each i.e. 300% (Rs 20/- i.e. 200% for the previous year) on the Equity shares of the Company aggregating to Rs. 1,21,21,350/-. The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY''S AFFAIRS:

During the year ended 31st March, 2024, your Company has made a profit of Rs 603.70 lakhs after tax against a profit of Rs. 372.14 lakhs after tax in previous year. The sales of Specialty Chemicals including other operating revenue during the year ended was Rs. 3,686.79 Lakhs compared to Rs. 3,521.88 lakhs during the previous year and for property development Rs. Nil during the current and previous year.

3. RESERVES:

Your Directors do not propose to transfer any amount to the general reserve.

4. SUBSIDIARY COMPANY:

The Company has one subsidiary company i.e. Gujarat Poly Electronics Limited (GPEL).

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial statements of the Company, which forms part of this Annual Report. Further a statement containing the salient features of the financial statement of our subsidiary company in the prescribed format AOC-1 also forms part of this Annual Report.

The Company has received 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs. 100 each in lieu of the existing 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs. 100 each from GPEL on 22^nd December, 2023 by virtue of order of NCLT passed on 24^th November, 2023 since the said preference shares could not be redeemed on due date in order of no divisible profits with GPEL. The existing Preference Shares shall stand redeemed on the issuance of the above mentioned Preference Shares.

The sale of GPEL during the year ended 31^st March, 2024 was Rs. 1,691.39 lakhs as against sale of Rs. 1,596.34 lakhs in the previous year. GPEL has made profit of Rs. 184.33 lakhs during the current year as compared to profit of Rs. 529.87 lakhs in the

previous year. GPEL manufactures as wells as outsources ceramic capacitors & marketing the same.

5. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2023-24, four Board Meetings were held through video conference on the following dates:

(a) 17^th May, 2023; (b) 8^th August, 2023;

(c) 8^th November, 2023; and (d) 9^th February, 2024

More details on the Board Meeting are given under Corporate Governance Report.

6. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 5 members. More details on the committee are given in Corporate Governance Report.

7. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee during the year consisted of 3 members. More details on the committee are given in Corporate Governance Report.

8. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of 4 members, More details on the committee are given in Corporate Governance Report.

9. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company http://www.polvchemltd.com/download/Whistle%20Blower%20Policv 14.pdf.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2023-24.

10. DIRECTORS''RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

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

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended 31^st March, 2024;

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

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the company;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

11. TAXATION:

The Company''s Income Tax assessments have been completed up to the year ended 31^st March, 2023.

12. DEPOSITS:

Company has not received any deposits from Public during the year and there are no outstanding deposits.

13. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

14. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

15. DIRECTORS:

Mr. P. T. Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment. The same is placed before the Members for their approval in ensuing Annual General Meeting.

16. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declarations from Independent Directors that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013 and under regulation 16(b) of SEBI (LODR) Regulations, 2015.

17. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/HOLDING COMPANY UNDER SECTION 197(14):

During the year 2023-24, Mr. A. H. Mehta, Dy. Managing Director of the Company has received Rs. 35.50 Lakhs excluding retirement benefits from Gujarat Poly Electronics Limited, subsidiary company in capacity of Managing Director.

18. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every director''s performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

19. COMPANY''S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company http://www.polychemltd. com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board%20of%20Directors 14.pdf

20. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms'' length and in ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior Omnibus approval is obtained from Audit Committee for RPT on Annual basis.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arms''s length basis: NIL

2. Details of material contracts or arrangement or transactions at arm''s length basis:

FORM AOC- 2

Company & Nature of Relationship	Nature of contracts/ arrangements/ transaction	Duration of the contracts/ arrangement / transaction	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
Ginners & Pressers Limited (Directors having significant influence/ control)	Rent & Electricity	N.A	N.A	In Year 1997	No Advances paid. Amount paid as when expenses incurred
Tulsi Global Logistics Pvt Ltd (Director having significant influence/ control)	Rent	3 Years	N.A	In Year 2023	No Advances Received. Amount recovered as when expenses incurred

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Company''s website

http://www.polychemltd.com/download/Related%20Party%20Transaction%20Policy 14.pdf

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loan or guarantee during the year and there is no outstanding loan or guarantee as on 31^st March, 2024 but the company has made an investment of Rs 24.80 Lakhs in Mutual Fund during the year.

22. DONATION:

During the year, the Company has not given donation to any charitable trust.

23. CORPORATE SOCIAL RESPONSIBILITY:

As per criteria mentioned under section 135(1) of the Companies Act, 2013, the Provision of CSR will be applicable to the Company for the Financial year ended 31^st March, 2024. The company will be required to spend approximately Rs 6.91 Lakhs towards CSR during F.Y. 2024-25.

As per section 135(9) of the Companies Act, 2013, the amount to be spent for CSR activities does not exceed Rs. 50 Lakhs, hence the requirement for constitution CSR Committee is not required. The Company has adopted the CSR Policy and can be viewed on the Company''s website http://www.polvchemltd.com/Download/Polvchem%20-%20CSR%20Policv.pdf

24. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial control system with reference to the financial statements.

25. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

26. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor in their respective reports.

(b) There are no material changes and commitments 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.

(c) Pursuant to Section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the Company''s Website at http://www.polychemltd.com/Annual%20Return.aspx

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is uploaded and can be viewed on the Company''s website http://www.polvchemltd.com/Download/AntiSexual%20Harassement%20Policv.pdf

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has also filed Annual Report 2023 with District Collector and District Women and Child Development Officer.

The Company has not received any complaints on sexual harassment during the year.

28. MANAGERIAL REMUNERATION:

i. The ratio of remuneration of Mr. P. T. Kilachand, Managing Director and Mr. A.H. Mehta, Dy. Managing Director with the median remuneration of the employees of the company is 8.07 and 6.73 respectively.

ii. Increase in remuneration of Mr. P.T. Kilachand, Managing Director is 5.28%, Mr. A. H. Mehta, Dy. Managing Director is 25.79%, Ms. K. V. Panchasara, Chief Financial officer is 14.96% and Ms. D. V. Chauhan, Company Secretary and Compliance Officer is 14.34%.

iii. There is an increase of 24.84% in the median remuneration of employees in the financial year.

iv. There are 23 permanent employees in the company.

v. Average increase in the salaries of employees other than the managerial personnel was 7.05%.

vi. It is hereby affiirmed that the remunerations paid is as per the remuneration policy of the company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information of the top ten employees in terms of remuneration is not sent along with this report. However, having regards to the provisions of Section 136(1) of the Act the said information is available for inspection. Any member interested in obtaining such information may write to the Company Secretary, at the Registered office or at [e-mail] and the same will be furnished on request.

29. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from M/s. Ragini Chokshi & Co., Company Secretaries, are annexed to this Report.

30. AUDITOR:

In 65^th Annual General Meeting, members of the Company have re-appointed M/s. Nayan Parikh & Co., Chartered Accountants, Mumbai, for a second term of 5 years from the conclusion of 65^th AGM till the conclusion of 70^th Annual General Meeting to be held in the Year 2027.

31. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013, the Audit Committee has recommended and the Board of Directors have appointed M/s. Ragini Chokshi & Co., Company Secretaries, (Membership No.2390 & C.P. No.1436), being eligible and having sought re-appointment, as Secretarial Auditor of the Company to carry out the Secretarial Audit of the Company for the year ending March 2025. The Secretarial Audit Report for F.Y. 2023-24 is enclosed and marked as Annexure II.

32. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support.

Sincere thanks are also due to the management team and the staff for their valuable contribution.

Registered Office: By Order of the Board of Directors

7, Jamshedji Tata Road,

Churchgate Reclamation,

Mumbai - 400 020. TANIL KILACHAND

CIN : L24100MH1955PLC009663 Chairman

Tel: [phone]

Email Id: [e-mail] Website: www.polychemltd.com

Mumbai, May 14, 2024

---

Mar 31, 2019

The Directors’ present the Sixty - Second Annual Report and Statement of Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31-03-19	31-03-18	31-03-19	31-03-18
Sales	1,891.40	1,674.46	4,154.19	3,123.40
Profit/(Loss) before tax	70.02	(10.38)	612.45	56.14
Current tax (for the year)	2.50	--	2.50	--
Current tax (relating to previous year)	(3.00)	0.76	(3.00)	0.76
Deferred tax	0.93	2.71	0.93	2.71
Profit/(Loss) after tax	69.59	(13.85)	612.02	52.67
Other Comprehensive Income
Re-measurement of the defined benefit plans (net of tax)	(2.30)	(2.16)	(4.31)	(0.07)
Total Comprehensive Income for the period	67.29	(16.01)	607.71	52.60

1. DIVIDEND:

For the year under review, the Directors propose to recommend a Dividend of Rs. 2.5/- per share of Rs 10/- each i.e. 25% (Rs. nil per share for the previous year) on the Equity shares of the Company aggregating to Rs. 1,217,711/- (including Dividend Tax). The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY’S AFFAIRS:

During the year ended 31st March, 2019, your Company has made a profit of Rs 69.59 lakhs after tax against a loss of Rs. (13.85) lakhs after tax in previous year. The sales of Specialty Chemicals during the year ended was Rs. 1,891.40 Lakhs compared to Rs. 1,674.46 lakhs during the previous year and for property development Rs. Nil during the current and previous year.

3. SUBSIDIARY COMPANY:

The Company has one subsidiary company i.e. Gujarat Poly Electronics Limited (GPEL).

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial statements of the Company, which forms part of this Annual Report. Further a statement containing the salient features of the financial statement of our subsidiary company in the prescribed format AOC-1 also forms part of this Annual Report.

The sale of GPEL during the year ended 31^st March, 2019 was Rs. 2,255.28 lakhs as against sale of Rs. 1,441.21 lakhs in the previous year. GPEL has made profit of Rs. 542.43 lakhs during the current year as compared to profit of Rs. 66.53 lakhs in the previous year. GPEL manufactures as wells as outsources ceramic capacitors & marketing the same.

4. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2018-19, four Board Meetings were held on the following dates:

(a) 30^th May, 2018; (b) 10^th August, 2018;

(c) 5^th November, 2018; and (d) 11^th February, 2019

More details on the Board Meeting are given under Corporate Governance Report.

5. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 5 members. More details on the committee are given in Corporate Governance Report.

6. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consist of 3 members, More details on the committee are given in Corporate Governance Report.

7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company http://www.polychemltd.com/download/Whistle%20Blower%20Policy 14.pdf.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2018-19.

8. DIRECTORS’ RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

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

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended 31st March, 2019;

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

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

9. TAXATION:

The Company’s Income Tax assessments have been completed up to the year ended 31st March, 2016.

10. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

11. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

12. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

13. DIRECTORS:

Mr. A. H. Mehta retires from Office by rotation, but being eligible, offers himself for re-appointment.

Mr. T. R. Kilachand who is aged 82 years is re-appointed in terms of provision of regulation 17(1A) of SEBI (LODR) Regulations, 2015.

Mr. V. V. Sahasrabudhe and Mr. Chetan R. Desai, Independent Directors of the Company who were appointed for the period of five (5) years by members in 57^th Annual General Meeting held on 5^th August, 2014 and whose term of office expires on 5^th August, 2019 are re-appointed as Independent Directors in board Meeting held on 11^th May, 2019 for the second term of five (5) years commencing from 5^th August, 2019.

The above re-appointments are placed before the Members for their approval in ensuing Annual General Meeting.

14. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declarations from Independent Directors that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013 and under regulation 16(b) of SEBI (LODR) Regulations, 2015.

15. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/ HOLDING COMPANY UNDER SECTION 197(14):

During the year 2018-19, Mr. A. H. Mehta, Dy. Managing Director of the Company has received Rs 27.67/- Lakhs excluding retirement benefits from Gujarat Poly Electronics Limited, subsidiary company in capacity of Managing Director.

16. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every directors performance was carried out. An evaluation sheet was given to each director wherein certain criteria’s were set out for which ratings are to be given.

17. COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company. http://www.polychemltd. com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board%20of%20Directors 14.pdf

18. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms’ length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.

The Company has an ongoing loan of Rs.446 lakhs to Gujarat Poly Electronics Ltd at the rate of 10.5% p.a., outstanding loan as on 31^st March, 2019 is Rs. 80 lakhs. There are no contracts or arrangements under sub-section (1) of Section 188.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arms’s length basis: NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis: NIL

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Company’s website http://www.polychemltd.com/download/Related%20Party%20Transaction%20Policy 14.pdf

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There is an ongoing loan of Rs.446 lakhs given to Gujarat Poly Electronics Ltd at the rate of 10.5% p.a., outstanding loan as on 31^st March, 2019 is 80 lakhs.

During the year, the company have made investment in mutual fund of Rs. 395 lakhs.

20. DONATION:

During the year, the Company has not given donation to any charitable trust.

21. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the company.

22. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial control system with reference to the financial statements.

23. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

24. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor in their respective reports.

(b) There are no material changes and commitments 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.

(c) Extract of the Annual Report as provided in sub-section 3 of section 92, which is given in Annexure II forming part of this report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is uploaded and can be viewed on the Company’s website http://www.polychemltd.com/Download/AntiSexual%20Harassement%20Policy.pdf

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaints on sexual harassment during the year.

26. MANAGERIAL REMUNERATION:

i. The ratio of remuneration of Mr. P. T. Kilachand, Managing Director and Mr. A. H. Mehta, Dy. Managing Director with the median remuneration of the employees of the company is 11.18 and 6.06 respectively.

ii. Increase in remuneration of Mr. P. T. Kilachand, Managing Director is 33.27%, Mr. A. H. Mehta, Dy. Managing Director is 6.53%, Ms. K.V. Panchasara, Chief Financial officer is 7.92% and Ms. D. V. Chauhan, Company Secretary and Compliance Officer is 6.32%

iii. There is an increase of 3.13% in the median remuneration of employees in the financial year.

iv. There are 25 permanent employees in the company.

v. There is an increase of 16.82 % in Company’s Performance for the year considering the revenue from the operations and the average increase in the remuneration of the Company is 8.00 % for the year.

vi. During the financial year 2018-19, remuneration to Key Managerial Personnel is Rs. 84,92,904/- as against the Company’s performance is Rs 18,56,32,105/- - remuneration to performance ratio comes to 4.58 %.

vii. There is a decrease in Market Capitalisation and the Price earnings ratio of the Company is positive. Market capitalisation as on 31^st March, 2019 is Rs 126,668,107/- and as on 31^st March, 2018 it was Rs 142,526,874/-. Price earning ratio for current financial year is 18.21, whereas for the previous financial year it was negative.

viii. Average increase in the salaries of employees other than the managerial personnel was 8.00%.

ix. Comparison of remuneration of each KMP against the performance of the Company :

Key Managerial Personnel	Remuneration (Rs)	Performance of the Company (Rs)	% of remuneration against the performance of the company
Mr. P. T. Kilachand	41,26,505	18,56,32,105	2.22
Mr. A. H. Mehta	22,35,928	18,56,32,105	1.20
Ms. K. V. Panchasara	15,97,548	18,56,32,105	0.86
Ms. D. V. Chauhan	5,32,923	18,56,32,105	0.29

x. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendation of Nomination and Remuneration committee as per Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

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 - NOT APPLICABLE; and

xii. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the company.

Average increase in remuneration in point no. (v) relates to all the employees including Managerial remuneration. Whereas, increase in remuneration in point no. (viii) relates to the employees excluding Managerial remuneration.

27. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors’ Report.

28. AUDITOR:

In 60^th Annual General Meeting, members of the Company have appointed M/s. Nayan Parikh & Co., Chartered Accountants, Mumbai, for a term of 5 years until the conclusion of 65^th Annual General Meeting to be held in the year 2022 subject to the ratification of the appointment by the members in every subsequent Annual General Meeting or as may be prescribed.

As per the MCA notification dated 7^th May, 2018 under Companies Amendment Act, 2017, ratification of Appointment of Auditors by members at every annual general meeting is now not required. Hence, no separate item for ratification of Auditors is proposed in notice for member’s approval.

29. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013, the Audit Committee has recommended and the Board of Directors have appointed M/s. Ragini Chokshi & Co., Company Secretaries, (Membership No.2390 & C.P. No.1436), being eligible and having sought re-appointment, as Secretarial Auditor of the Company to carry out the Secretarial Audit of the Company for the year ending March 2020.

The Secretarial Audit Report for F.Y. 2018-19 is enclosed and marked as Annexure III.

30. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

Corporate Identification Number (CIN): L24100MH1955PLC009663

By Order of the Board of Directors

TANIL KILACHAND

Dated: 11^th May, 2019. Chairman

---

Mar 31, 2015

The Members of POLYCHEM LIMITED

The Directors' present the Fifty Eighth Annual Report and Statement of Accounts for the year ended 31st March, 2015.

01-04-14 to 01-04-13 to 31-03-15 31-03-14 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 1,734.01 1,653.16

Profit before Depreciation & Tax 177.58 159.49

Depreciation 30.46 14.22

Profit after depreciation 147.12 145.27

Prior period items 0.11 3.53

Profit before Tax 147.23 148.80

Current tax 55.00 -- Deferred tax (2.10) 0.54

Excess Provision of tax in respect of earlier years — 4.68

Profit after tax 94.33 143.57

Less: Appropriations

Proposed dividend on equity shares (10.10) --

Tax on dividend (2.06) --

Balance carried forward 82.17 --

1. DIVIDEND:

For the year under review, the Directors have recommended a Dividend of Rs. 2.50 per share of Rs 10/- each i.e. 25% (Rs. nil per share for the previous year) on the Equity shares of the Company aggregating to Rs. 1,215,747/- (including Dividend Tax). The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY'S AFFAIRS:

During the year ended 31st March, 2015 your Company has made profit after tax of Rs. 94.33 lacs against profit of Rs. 143.57 lacs after tax in previous year. The sales of Specialty Chemicals during the year ended was Rs. 1,734.01 lacs compared to Rs. 1,653.16 lacs during the previous year and for property development Rs. Nil during the current and previous year.

3. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. More details on the committee are given in Corporate Governance Report.

4. VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Board has establish a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the Company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the Company http://www.polychemltd.com/download/Whistle%20Blower%20Policy_14.pdf.

There were no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2014-15.

5. NOMINATION AND REMUNERATION COMMITTEE:

The Board has re-constituted its committee which comprises of 3 members, More details on the committee are given in Corporate Governance Report

6. DIRECTORS' RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015.

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

d. The annual accounts have been prepared on a going concern basis.

e. The directors have laid down internal financial controls to be followed by the Company.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

7. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31st March, 2012.

8. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

9. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

10. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

11. DIRECTORS:

Mr. P. T. Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment.

Mr. D. J. Vyas, Director of the Company has resigned with effect from 31st March, 2015. The Board do appreciate his contribution during his tenure and association with the Company.

The Board has appointed Ms. N. S. Mehendale and Mr. Y. S. Mathur as Additional Directors of the Company with effect from 25th March, 2015 and 31st March, 2015 respectively, in terms of provisions of the Companies Act, 2013. Your approval is sought for their appointment as detailed in the Notice convening the meeting. It is also proposed to appoint them as Independent Directors.

12. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2014-15, four Board Meetings were held on the following dates:

(a) 29th May, 2014, (b) 5th August, 2014, (c) 11th November, 2014 and (d) 5th February, 2015

13. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declaration from each Independent Director that he/she meets the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

14. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.

15. COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company. http://www.polychemltd. com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board %20of%20Directors_14.pdf

16. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.

The Company has granted loan of Rs.446 lacs to Gujarat Poly-AVX Electronics Ltd. at the rate of interest of 13% p.a. There are no contracts or arrangements under sub-section (1) of Section 188.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its Related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. The policy is uploaded and can be viewed on the Company's website http://www.polychemltd.com/ download/Related%20Party%20Transaction%20Policy_14.pdf

17. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor in their respective reports.

(b) There are no material changes and commitments 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.

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

(d) Extract of the Annual Report is provided in sub-section 3 of section 92, which is given in Annexure II forming part of this report.

18. MANAGERIAL REMUNERATION :

i. The ratio of remuneration of Mr. P T Kilachand, Managing Director and Mr. A H. Mehta, Dy. Managing Director with the median remuneration of the employees of the Company is 7.30 and 4.57 respectively.

ii. Increase in remuneration of Mr. A.H. Mehta, Dy. Managing Director is 11.70% and in Mrs. K.V. Panchasara, Chief Financial officer is 11.76%

iii. There is an increase of 2.76% in the median remuneration of employees in the financial year.

iv. There are 23 permanent employees in the Company.

v. There is an increase of 4.89% in Company's Performance for the year considering the revenue from the operations and the average increase in the remuneration of the Company is 44.56% for the year. The increase in the remuneration was on account of the reasons as under:

1) The Managing Director of the Company Mr. P. T. Kilachand drew remuneration of Rs.20.31 lakhs for the year 2014-15, however he did not draw any remuneration for the year 2013-14.

2) The number of employees for the year 2014-15 were 23 as against 19 for the year 2013-14.

vi. During the financial year 2014-15, remuneration to Key Managerial Personnel is Rs. 4,337,327/- as against the Company's performance is Rs 173,400,539/- remuneration to performance ratio comes to 2.5%.

vii. There is an increase in Market Capitalisation and Price earning ratio of the Company. Market capitalisation for current year is Rs 199,759,848/- and for Previous year it was Rs 115,152,825/-. Price earning ratio for current financial year is 21.17 times, whereas for the previous financial year it was 8.02 times.

viii. Average increase in the salaries of employees other than the managerial personnel was 23.05% due to increase in no. of employees during F. Y. 2014-15 and also some of the employees were only for part of the F. Y. 2013-14.

ix. Comparison of remuneration of each KMP against the performance of the Company:

Key Managerial Personnel Remuneration Performance % of remuneration of the Company against the (Rs.) (Rs.) performance of the Company

P T Kilachand 2,031,800/- 173,400,539/- 1.17

A H Mehta 1,526,529/- 173,400,539/- 0.88

K V Panchasara 738,580/- 173,400,539/- 0.42

D V Chauhan 40,418/- 173,400,539/- 0.02

x. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendation of Nomination and Remuneration committee as per Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

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 - NOT APPLICABLE; and

xii. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the Company.

- Average increase in remuneration in point no. v relates to all the employees including managerial remuneration. Whereas increase in remuneration in point no. viii relates to the employees excluding Managerial remuneration.

19. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors' Report.

20. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s.G.M.Kapadia & Co., Chartered Accountants, Mumbai, are eligible for re-appointment.

21. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee had recommended and the Board of Directors had appointed M/s.Ragini Chokshi & Co., Company Secretaries, (Membership No. 2390 & C. P. No. 1436), being eligible and having sought re-appointment, as Secretarial Auditor of the Company to carry out the Secretarial Audit of the Company for the year ending March 2016.

The Secretarial Audit Report for F. Y. 2014-15 is enclosed and marked as Annexure III.

22. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors TANIL KILACHAND Executive Chairman

Registered Office : 7, Jamshedji Tata Road Churchgate Reclamation Mumbai 400 020. Dated : 11th May, 2015.

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Mar 31, 2014

Dear Members,

The Directors'' present the Fifty Seventh Annual Report and Statement of Accounts for the year ended 31st March, 2014.

01-04-13 to 01-04-12 to 31-03-14 31-03-13 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 1653.16 929.09

Profit/(Loss) before

Depreciation & Tax 159.49 (31.63)

Depreciation 14.22 11.16

Profit/(Loss) before tax 145.27 (42.79)

Current tax -- -- Deferred tax 0.54 4.31

Profit/(Loss) after tax 144.73 (47.10)

Excess provision of tax

in respect of earlier years 4.68 -- 140.05 (47.10)

Prior period items 3.53 (0.76)

143.57 (47.86)

During the year ended 31st March, 2014 your Company has made profit of Rs. 140.05 lacs against loss of Rs. (47.10) lacs after tax in previous year. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs.1653.16 lacs compared to Rs.929.09 lacs during the previous year and for property development Rs. Nil during the current and previous year.

2. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL) - Associate Company

The sale of GPAEL during the year ended 31st March, 2014 was Rs.1029.01 lacs as against sale of Rs.955.07 lacs during the previous year. GPAEL has made profit of Rs.0.44 lacs during the year ended 31st March, 2014 as compared to loss of Rs.(7.20) lacs during the previous year. After write-off of exceptional items viz., interest, penal interest and other charges etc., there is loss of Rs.(207.99) lacs during the previous year. In the current year there is no such write-off.

3. AuDIT coMMITTEE:

The Audit Committee now consists of 4 members, viz. Mr. V. V. Sahasrabudhe, Mr. T. R. Kilachand, Mr. C. R. Desai and Mr. D. J. Vyas.

4. DIRECTORS'' RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

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

d. The annual accounts have been prepared on a going concern basis.

5. TAXATION:

The Company''s Income Tax assessments have been completed up to the year ended 31st March, 2011.

6. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

7. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

8. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

9. conservation of energy, technology absorption and foreign exchange earnings and outgo etc.:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

10. DIREcTOR:

Mr. T.R.Kilachand retires from Office by rotation, but being eligible, offer himself for re-appointment.

The Board has appointed Mr.P.T.Kilachand as Managing Director of the Company with effect from 1st April, 2014 in terms of provisions of the Companies Act, 2013. Your approval is sought for his appointment and for the remuneration payable to him as detailed in the Notice convening the meeting.

Mr. A.H.Mehta was appointed as an Additional Director with effect from 29th May, 2014. He has also been appointed as Dy.Managing Director with effect from 1st June, 2014. Your approval is sought for his appointment and for the remuneration payable to him as detailed in the Notice convening the meeting.

11. corporate governance:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors'' Report.

12. AUDITORS'' REMARKS:

As regards the remarks in the Auditors'' Report, please refer to the Notes on Accounts which are self explanatory.

13. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s.G.M.Kapadia & Co., Chartered Accountants, Mumbai, are eligible for re-appointment.

14. COST AUDITOR:

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circular No.15/2011 dated 11th April, 2011 (as amended vide General Circular No.36/2012 dated 6th November, 2012), the Audit Committee has recommended and the Board of Directors had appointed Mr. Ajit N. Patel of M/s. Ajit Patel & Co., Cost Accountants, Mumbai (Membership No.A1233), being eligible and having sought re-appointment, as Cost Auditor of the Company to carry out the cost audit of the product manufactured by the Company for the year ending March 2015.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors TANIL KILAcHAND Executive Chairman

Registered Office :

7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai 400 020. Dated: 29th May, 2014.

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Mar 31, 2012

To The Members of POLYCHEM LIMITED

The Directors' present the Fifty Fifth Annual Report and Statement of Accounts for the year ended 31st March, 2012.

01-04-11 to 01-04-10 to 31-03-12 31-03-11 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 757.97 522.70 Profit/(Loss) before

Depreciation & Tax (22.93) (30.08)

Depreciation 12.01 9.01

Profit/(Loss) before tax (34.94) (39.09)

Current tax -- (7.50)

Deferred tax 2.32 (1.92)

Profit/(Loss) after tax (32.62) (48.51)

Excess provision of tax

in respect of earlier years 5.12 43.06

(27.50) (5.45)

Prior period items 1.25 (2.78)

(26.25) (8.23)

During the year ended 31st March, 2012 your Company has made loss of Rs.(32.62) lacs against loss of Rs.(48.51) lacs after tax in previous year. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs.751.10 lacs compared to Rs.522.70 lacs during the previous year and for property development Rs.6.87 lacs, compared to Rs.Nil during the previous year.

2. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL) - Associate Company

The sale of GPAEL during the year ended 31st March, 2012 was Rs. 834.34 lacs as against sale of Rs.922.53 lacs during the previous year. GPAEL has made profit of Rs.48.36 lacs during the year ended 31st March, 2012 as compared to profit of Rs.54.91 lacs. After write off of exceptional items viz., interest, penal interest and other charges etc., there is loss of Rs.(75.04) lacs.

3. AUDIT COMMITTEE:

The Audit Committee now consists of 4 members, viz. Mr.V.V.Sahasrabudhe, Mr.T.R.Kilachand, Mr.Chetan Desai and Mr. Devang Vyas.

4. DIRECTORS' RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have 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 as at 31st March, 2012 and of the loss of the Company for the year ended 31st March, 2012.

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

d. The annual accounts have been prepared on a going concern basis.

5. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31st March, 2009.

6. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

7. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

8. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

10. DIRECTORS:

a) Mr. Devang Vyas and Mr.Chetan Desai retire from Office by rotation, but being eligible, offer themselves for re-appointment.

b) The Board has changed the designation of Mr. T. R. Kilachand from "Chairman & Managing Director" to "Executive Chairman", and Mr.P.T.Kilachand from "Whole-time Director" to "Managing Director", of the Company with effect from 27th July, 2012, in terms of the provisions of the Companies Act, 1956. Your approval is sought for their change in designation as detailed in the Notice convening the meeting. It may be noted that they are not drawing any remuneration with effect from 1st June, 1997.

c) Mr. Nandish T. Kilachand has been appointed as an Additional Director of the Company with effect from 27th July, 2012.

11. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Director's Report.

12. AUDITORS' REMARKS:

Company is in the process of setting up In-house Internal Audit Department. As regards the other remarks in the Auditors' Report, please refer to the Notes on Accounts which are self explanatory.

13. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai are eligible for re-appointment.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors

TANIL KILACHAND

Executive Chairman

Registered Office :

7, Jamshedji Tata Road

Churchgate Reclamation

Mumbai 400 020.

Dated : 27th July, 2012.

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Mar 31, 2010

The Directors present the Fifty Third Annual Report and Statement of Accounts for the year ended 31st March, 2010.

01.04.09 to 01.04.08 to

31.03.10 31.03.09

Rs. in lacs Rs. in lacs

FINANCIAL RESULTS

Sales 414.00 415.42

Profit/(Loss) before Depreciation & Tax 121.58 (7.41)

Depreciation 8.81 10.28

Profit/(Loss) before tax 112.77 (17.69)

Current tax - 1.85

Deferred tax 11.56 -

Profit (Loss) after tax 124.33 (19.54)

Excess provision of tax

in respect of earlier years (13.33) 300.98

111.00 281.44

Balance brought forward (2256.38) (2532.04)

Prior period items (0.94) (5.78)

(2146.32) (2256.38)

General Reserve deducted per contra 2069.93 2069.93

Amount available for Appropriation (76.39) (186.45)

During the year ended 31st March 2010 your Company has made profit of Rs. 124.33 lacs against loss of Rs. (19.54) lacs after tax. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs. 414.00 lacs compared to Rs.415.42 lacs during the previous year.

2. SALE OF POLYVINYL ALCOHOL (PVA) LAND, BUILDING AND PLANT & MACHINERY

During the year Company has sold land and building of PVA Unit at village Nimbut, Taluka Baramati. After the end of the year, Company has also sold the plant and machinery of PVA Unit.

3. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL)

The sale of GPAEL during the year ended 31st March, 2010 was Rs. 757.49 lacs as against sale of Rs.681.64 lacs during the previous year. GPAEL has made profit of Rs. 2841.47 lacs after write back of exceptional items viz., remission of past interest on term loans during the year ended 31st March, 2010 as compared to loss of Rs.40.62 lacs in the previous year.

4. AUDIT COMMITTEE:

Chairman of the Audit Committee, Mr. H.C. Shah has expired during the year. Mr. Chetan Desai and Mr. Devang Vyas have been appointed as members of the Audit Committee with effect from 491 August, 2010.

The Audit Committee now consists of 4 members, viz. Mr. V.V.Sahasrabudhe, Mr. T.R.Kilachand, Mr.Chetan Desai and Mr. Devang Vyas.

5. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

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

d. The annual accounts have been prepared on a going concern basis.

6. TAXATION:

The Companys Income Tax assessments have been completed up to the year ended 31s1 March, 2007.

7. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

8. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

9. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

11. DIRECTORS:

a) Mr. P.T.Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment;

b) Mr. Hiralal C.Shah died on 21st September, 2009 at the age of 80 years at Mumbai. The Board of Directors, express their profound sorrow at the said demise of Mr. H.C.Shah.

Mr. H. C. Shah joined as a Director of the Company from 3rd September, 1975. He has rendered invaluable services as a member of the Board and to the Company. He was the Chairman of the Shareholders/Investors Grievance Committee and Audit Committee of the Company. In him the Company has lost an eminent and able Director. The Board places on record its deepest sense of sorrow and conveys to the members of the Shah family, their sincere and heartfelt condolence in their bereavement.

c) The Board has appointed Mr.T.R.Kilachand as Managing Director and Mr.P.T.Kilachand as Whole-time Director of the Company with effect from 1st July, 2010 for a period of 5 years, in terms of the provisions of the Companies Act, 1956. Your approval is sought for their appointment and for the remuneration payable to them as detailed in the Notice convening the meeting. It may be noted that they are not drawing any remuneration with effect from 1st June, 1997.

d) Mr. Devang Vyas and Mr. Chetan Desai have been appointed as Additional Directors of the Company with effect from 4th August, 2010.

12. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors Report.

13. AUDITORS REMARKS

As regards the remarks in the Auditors Report, please refer to the Notes on Accounts which are self explanatory.

14. AUDITORS

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s. G.M.Kapadia & Co., Chartered Accountants, Mumbai are eligible for re-appointment.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors

TANIL KILACHAND

Chairman & Managing Director

Registered Office :

7, Jamshedji Tata Road

Churchgate Reclamation

Mumbai 400 020.

Dated : 12th August, 2010.