Directors Report of Polycon International Ltd.

Mar 31, 2024

Your Directors have pleasure of presenting the 33^rd Annual
Report of the Company together with Audited Financial
Statements for the financial year ended 31^st March, 2024.
FINANCIAL RESULTS

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

(Rs. In lacs)

	2023-2024	2022-2023
Revenue from Operations	2304.45	2624.70
Gross Profit before Interest
and Depreciation	315.71	308.58
Less : Interest	206.65	185.62
Less : Depreciation	104.24	108.37
Less: Exceptional items	-	-
Profit/(Loss) for the year	4.82	14.59
Less : Provision for Taxation	(1.42)	8.16
Profit/(Loss) after Taxation	6.24	6.43
Add : other Comprehensive Income	-	-
Profit/(Loss) for the year	6.24	6.43

PERFORMANCE AND FINANCIAL POSITION OF COMPANY

The Gross Revenue from the Operations of the company
during FY 2023-24 was Rs. 2304.45 lacs against Rs 2624.70
lacs in the year 2022-23. The Net Profit for the year 2023-24
was Rs.6.24 Lacs against Rs 6.43 Lacs in previous year.

The Company''s inherent strengths of its people, brand image,
its operating efficiencies and the robustness of its plantation
efforts have combined to give it the ability to withstand the
strongest economic growth. .We have taken cash flow, capital
expenditure and overhead control Measures to smoothly
manage our operations. The company is also succeed in
attaining nearly to the level of the net profit in last year.

RESERVES

The Board of Directors have decided to retain the entire
amount of profit for FY 2023-24‘ in the profit and loss account
and not to transfer any amount to the reserves for the year
under review.

DIVIDEND

The Board of Directors did not recommend any Dividend for
the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the
meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

The company does not meet the criteria of Section 135 of
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as the company is
not required to constitute Corporate Social Responsibility
Committee.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read
with Companies (Management & Administration) Rules,
2014,the draft annual return in the prescribed form is
available on the website of the Company at http://
www.polyconltd.com/annual-return-2

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

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy
:-Polycon International Limited is committed to follow
high standards of environmental protection and
provisions of a safe and healthy work place for
workers, customers and other stakeholders. The
Company reduced the consumption of fuel as much
as possible to reduce the Carbon Foot Print.

(ii) The steps taken by the company for utilizing, alternate
source of energy:-Your company is striving
continuously to conserve energy by adopting
innovative measures to reduce wastage and optimize
consumption. The manufacturing units of the company
are well planned and adequately equipped for ensuring
optimum energy utilization. Positive impact of measures
already taken has been observed on the costs.

(iii) The capital investment as energy conservation
equipment:- NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-
Your company is committed to providing consumers
with high quality products. The technology that is
being used by your company is eco-friendly that
conserves the environment. All the units of the
company are well furnished with suitable equipments
and self-sufficient in the matter of manufacturing
process and focus is to stay aligned with the best and
continuously increase efficiency. We proactively and
continuously invest in developing technology which
adds value to our business.

(ii) The benefits derived like Product improvement, Cost
reduction, Product development or import substitution:-

Sustained delivery has ensured that your company''s
products are trusted by consumers. During the year
your company continued its focus on driving the quality
culture and total productivity management across the
factories.

(iii) In case of import technology (Imported during the last
three years reckoned from the beginning of the Financial
year) :- NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The Foreign Exchange Earnings -Rs NIL /-and Outgo
Rs NIL.

AUDITORS AND AUDITORS’ REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s S R Goyal & Co. Chartered Accountants (Firm Reg.

No. 001537C) Jaipur were appointed in 32^nd Annual
General Meeting as Statutory auditor to hold office till the
conclusion of the 34^th Annual General Meeting of the
Company.

There is no reservation, qualification or adverse remark
contained in the Statutory Auditors'' Report attached to
Balance Sheet as at 31st March, 2024. Information
referred in Auditors'' Report are self-explanatory and do
not require any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed BK Sharma & Associates, Company
Secretaries to undertake audit of secretarial and other related
records of the Company.

The Secretarial Audit Report is annexed herewith as
“Annexure-I”. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark. Information
referred in Secretarial Auditor Report are self-explanatory
and do not require any further comments.

C. COST AUDITOR

Cost Audit is not applicable to the company as per the
Companies (Cost Records and Audit Rules, 2014) as
amended from time to time.

D. INTERNALAUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the
Board of Directors has Re-appointed to Mr. Durga Prasad
Sharma Internal Auditor of the Company for the financial
year 2024-25 in its meeting held on 30^th May, 2024.

Mr Durga Prasad Sharma submitted Internal Audit Report for
the current year to the Board. No observations were made
during the Internal Audit for the Financial Year 2023-24.

AUDIT COMMITTEE

The Audit Committee comprises Mr. Kamal Kumar Bordia
(Chairman), Mr. Adarsh Singhania and Mr.RajivBaid in line with
the requirements of Section 177 of the Companies Act, 2013.
The Board has accepted the recommendations made by the
Audit Committee from time to time. Four Meetings of Audit
Committee were held during the year.

INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanisms in place to
establish and maintain adequate internal controls over all
operational and financial functions considering the nature,
size and complexity of its business.

The Company maintains adequate internal control systems
that provide, among other things, reasonable assurance of
recording the transactions of its operations in all material
respects and of providing protection against significant misuse
or loss of Company assets.

DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention of Sexual
Harassment at Workplace as per requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee has
been set up to redress the complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No
Complaint has been received during the year ended 31^st
March, 2024 in this regard.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors meet Nine times during the financial
year 2023-24 on 8^th April,2023 , 13^th April 2023, 30^thMay
2023,21^st July 2023, 14^thAugust 2023, 17^th August ,2023,2^nd
November 2023, 14^th November 2023 and 14^th February,
2024.Frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013
.The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

In compliance of section 149 of the Companies Act, 2013 and
the provisions of Listing Regulation , a separate meeting of
Independent Director was held on 14^th Feburary,2024. All
four independent directors were present in the Meeting.

The names and categories of the Directors on the Board, their
attendance at Board meetings during the year and at last
Annual General Meeting, as also the number of Directorships
and Committee memberships held by them in other Companies
are shown as under:-

Name of Director	Category	No. of Meetings Held	No. of Meetings Attended	Whether Attended last AGM	No. Of Outside Directorships of Pubic Companies	No. Of Committee Membership	No. Of Committee Chairmanships
Mr.Rajiv Baid	Executive Director	9	9	YES	-	2	-
Mr.Varun Baid	Executive Director	9	9	YES	-	-	-
Mr. Prashant Singh Vohra	Non-executive Non-Independent Director	9	9	YES	-	1	-
Mrs. Tiyana Sacheti	Non-executive Independent Director	9	9	YES	-	1	1
Mr. Kamal Kumar Bordia	Non-executive Independent Director	9	9	YES	-	2	1
Mr. Adarsh Singhania	Non-executive Independent Director	9	9	YES		3	1
Mr. Nikhil Bhandari	Non-executive Independent Director	9	9	YES

COMMITTEES OF THE BOARD

Currently, the Board has Three committees : the Audit Committee, Nomination and Remuneration Committee & Stakeholders
Relationship Committee.

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows :

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mr. Kamal Kumar Bordia, Chairman Mr. Adarsh Singhania Mr. Rajiv Baid	• All recommendations made by the audit committee during the year were accepted by the Board. • The Company has adopted the Whistle Blower Mechanism for Directors and employees to report concerns about un-ethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. • In accordance with the requirements of the, the Company has formulated policies on related party transactions. • The policies, including the Whistle Blower Policy, are available on our website - www.polyconltd.com
Nomination and Remuneration Committee	Ms. Tiyana Sacheti, Chairperson Mr.Adarsh Singhania Mr. Kamal Kumar Bordia	• The Committee oversees and administers executive compensation, operating under a written policy adopted by our Board of Directors • The Committee has designed and continuously reviews the nomination and remuneration policy for our Directors and Senior Executives to align both short-term and long-term remuneration with business objectives and to link remuneration with the achievement of measurable performance goals.
Stakeholders Relationship Committee	Mr.Adarsh Singhania Chairman Mr. Rajiv Baid Mr. Prashant Singh Vohra	• The Committee reviews and ensures redressal of investor grievances. • The Committee noted that all the grievances of the investors have been resolved during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
the Board has carried out an Annual performance
evaluation of its own performance, the directors
individually as well as the evaluation of the working of its
Audit Committee and Nomination & Remuneration
Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the
financial condition and results of operations of the Company

for the year under review as required under SEBI (Listing
Obligation and Disclosure Requirements) Regulations is given
as Annexure-IV forming part of this Annual Report.

RISK MANAGEMENT

The Company has framed and implemented a Risk
Management Policy to identify the various business risks.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance the
Company''s competitive advantage. The risk management
policy defines the risk management approach across the

enterprise at various levels including documentation and
reporting.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Compliance
of Corporate Governance is not mandatory for Companies
having paid up equity share capital not exceeding Rs. 10 crore
and Net Worth not exceeding Rs. 25 Crore, as on the last day
of the previous financial year.

As such our Company falls in the ambit of aforesaid exemption;
consequently Corporate Governance Report does not forms
part of the Annual Report for the Financial Year 2023-24.
However, the Company is following industry''s best Corporate
Governance Standards.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans, guarantee or Investments made by the company
under Section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate and
the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and company''s operations in future.

SHARE CAPITAL

During the year under review, there was no change in share
capital in the Company.

HUMAN RESOURCES DEVELOPMENT/TRAINING

The Company has set a new goal to be one of the most
innovative, best performing and trusted company. The Company
has also defined a new set of expectations to realize this goal-
courage, Accountability, Development and Teamwork. The new
expectations alongside the values will be the foundation of the
culture it wants to establish.

Company believes that Employees are its main strength.
Accordingly your Company places people in the heart of its
business strategy. Company is attracting and retaining the best
people, creating a culture and environment where people are
able to deliver their best and they are recognized and
encouraged.

The Company continuously works to nurture this environment
to keep its employees highly motivated, result oriented and
adaptable to changing business environment. Our company''s
value proposition is based on providing value to our customer,
through innovation and by consistently improving efficiency at
all levels.

The Company upholds the culture of trust and mutual respect
in all its employees'' relations endeavors. The company has
ensured that there is sustained communication and engagement

with workforce through various forums. Company''s human
resources are mobilized to strengthen the company internally
and to face future challenges. Our company is providing a
“state of art” working environment to the employees with a
view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS

As on 31^st March, 2024, the Company employed a total of 96
employees of which 16 were Officers and 80 belongs to
non-executive cadre.

The Company believes in building teams across the business
and functions with the aim to share knowledge and
experience. Cross functional teams work with clear
objectives to solve the issues and create value for the
company. The company fosters open dialogue among the
employees with the brief that the people, who communicate
continuously and openly, build trust and mutual respect.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31,2024 consists of
seven Directors, out of which four are Independent
Directors, one is Non-executive Non -Independent Director
and two are Whole-time Directors.

As at the end of FY 2024, Rajiv Baid -Chairman & Managing
Director , Varun Baid-Executive Director, Gajanand Gupta -
Chief Financial Officer & Company Secretary are the KMP
as per the provisions of the Act and rules made there under.

In terms of provisions of the Companies Act, 2013 and the
articles of association of the company, Mr. Prashant Singh
Vohra, retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.

Pursuant to SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, and Secretarial Standard-
2 issued by the Institute of Company Secretaries of India,
the required information about the director proposed to be
re-appointed are given in Notes to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that
they meet the criteria of independence as laid down under
section 149 of the Act and Regulation 16 of Listing
Regulations which have been relied upon by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic
mechanism for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct or policy.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES :

All related party transactions that were entered into during
the financial year were on arm''s length basis, in the ordinary
course of business and were in compliance with the
applicable provisions of the Act. There are no material
significant related party transactions made by the Company

with Promoters, Directors, Key Managerial Personnel or other
designated persons and their relatives which may have a
potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties
referred to Section 188(1) of the Act, in the prescribed form
AOC-2 is annexed herewith as Annexure II.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3)(c) of the
Companies Act, 2013 and in respect of the annual accounts
for the period under review your Directors hereby confirm
that :-

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and no
material departures have been made from the same;

(b) Directors of the company selected such accounting
policies and applied them consistently and made
judgment 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 the
Profit & Loss Account for the period under review;

(c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a “going
concern basis”;

(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;

General Disclosures

Your Directors state that no disclosure or reporting is required
in respect of the details of application made or any proceeding

pending under the Insolvency and Bankruptcy Code,2016(31
of 2016) during the year along with their status as at the end
of the financial year , as there were no transactions on the
said items during the year under review.

LISTING OF SECURITIES

At present the equity shares of the Company are listed with
the BSE Limited and the Listing fee for the year 2023-24 has
been duly paid. Scrip Code of the Company is 531397.
DEPOSITORY SYSTEM

The Company has established the required connectivity with
both the NSDL & CDSL through its Registrar and Share
Transfer Agent Link Intime India Pvt. Ltd., Delhi for both physical
and Demat Segments. The ISIN No. allotted to the Company is
INE262C01014.

Equity Shares of the Company can be held in electronic form
with any depository participant (DP) with whom the members/
Investors have their depository account.

NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of the Directors, the senior management and
their remuneration.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
attached as Annexure-III

ACKNOWLEDGEMENT

Your Directors would like to take on record its appreciation
for the co-operation and support extended by the Company''s
Bankers, Financial Institutions, its Employees, Shareholders,
Business Associates and all other stakeholders.

For and on behalf of the Board

Place : Jaipur RAJIV BAID

Date : 30.05.2024 CHAIRMAN & MANAGING

DIRECTOR

---

Mar 31, 2015

The Directors have the pleasure of presenting the 24th Annual Report of the Company together with Audited Financial Statements and Cash Flow Statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2015 are summarized below:

(Rs. In lacs)

2014-2015 2013-2014

Net Sales Turnover 3836.31 4405.51

Gross Profit before Interest 392.80 395.57 and Depreciation

Less : Interest 237.37 248.75

Less : Depreciation 120.54 108.71

Profit/(Loss) for the year 34.89 38.11

Less : Provision for Taxation 10.05 11.10

Profit/(Loss) after Taxation 24.84 27.00

Add: Balance brought forward 109.03 82.03 from Previous Year

Less: Adjustment of 2.69 --

Depreciation for Prior Period

Balance carried to the 131.18 109.03 Balance Sheet

PERFORMANCE AND FINANCIAL POSITION OF COMPANY

The net sales of the company during FY 2014-15 were Rs. 3836.31 lacs against Rs. 4405.51 lacs in the year 2013-14. The Profit for the year 2014-15 was Rs. 24.84 Lacs against Rs. 27.00 Lacs in previous year.

RESERVES

No amount has been transferred to Reserves during the period under review. The entire surplus is proposed to be retained to give financial leverage to the Company.

DIVIDEND

In view of marginal profits, the Board of Directors does not recommend payment of Dividend for the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement for constitution of Corporate Social Responsibility Committee.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as required by Section 134(3)(a) of the Companies Act, 2013 in Form MGT 9 is annexed herewith as Annexure-I.

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

A. CONSERVATION OF ENERGY

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION

Your company is committed to providing consumers with high quality products. The technology that is being used by your company is eco-friendly that conserves the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process and focus is to stay aligned with the best and continuously increase efficiency. We proactively and continuously invest in developing technology which adds value to our business. Sustained delivery has ensured that your company's products are trusted by consumers. During the year your company continued its focus on driving the quality culture and total productivity management across the factories.

C. FOREIGN EXCHANGE EARNINGS & OUTGO Foreign Exchange Earnings NIL Foreign Exchange Out Go

Expenses on foreign travels NIL

Interest on WCFC Loan NIL

Expenses on import on CIF basis for

- Capital Goods NIL

- Raw Material NIL

- Stores & Spares NIL

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. A. Natani & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company will hold office till the conclusion of this Annual General Meeting and are eligible for re- appointment. The Company received a certificate from M/s A. Natani & Co., Chartered Accountants, Jaipur Statutory

Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being re-appointed till the conclusion of the Annual General Meeting to be held in year 2017.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self-explanatory and don't call for any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/S. JAKS & ASSOCIATES, Company Secretaries to undertake audit of secretarial and other related records of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure-II". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Information referred in Secretarial Auditor Report are self-explanatory and don't call for any further comments.

AUDIT COMMITTEE

The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman), Mr. Adarsh Singhania and Mr. Lal Chand Baid in line with the requirements of Section 177 of the Companies Act, 2013. Mr. Vinod Sacheti ceased to be the Member of Audit Committee on 05th August, 2014 and Mr. Kamal Kumar Bordia was appointed as Chairman of Audit Committee. The Board has accepted the recommendations made by the Audit Committee from time to time. Four Meetings of Audit Committee were held during the year. The details of which are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business.

The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual,

temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2015 in this regard

MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 Board Meetings were held. The details of which are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as annexure V forming part of this Annual Report.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy is available on the Company's website: www.polyconltd.com

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans, guarantee or Investments made by the company under Section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options & sweat equity.

HUMAN RESOURCES DEVELOPMENT/TRAINING

Your company believes that Employees are its main strength. Accordingly your Company places people in the heart of its business strategy. Your Company is attracting and retaining the best people, creating a culture and environment where people are able to deliver their best and they are recognized and encouraged.

Your Company upholds the culture of trust and mutual respect in all its employees' relations endeavors. Your company has ensured that there is sustained communication and engagement with workforce through various forums. Company's human resources are mobilized to strengthen the company internally and to face future challenges. Your company is providing a "state of art" working environment to the employees with a view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS

As on 31st March, 2015, the Company employed a total of 114 employees of which 13 were Officers and 101 belongs to non-executive cadre.

The Company believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Name of the Status/ Date of Date of Director/KMP Designations Appointment Resignation

1.Lal Chand Baid Managing Director 01/08/1997 --

2. Rajiv Baid Executive Director 01/08/1997 -- & Chief Financial Officer

3. Vinod Sacheti Independent Director 29/03/2010 05/08/2014 4. Adarsh Singhania Independent Director 29/03/2010 --

5. Tiyana Sacheti Independent Director 20/09/2014 --

6. Kamal Kumar Independent Director 20/09/2014 -- Bordia

7. Gajanand Gupta Company Secretary 07/06/1995 --

In terms of provisions of the Companies Act, 2013 and the articles of association of the company Shri Rajiv Baid Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommended his re- appointment.

Pursuant to Section 152 & 160 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Shri K.C. Bhandari, as Non-executive Non- Independent Director of the Company. Details of the proposal for appointment of above Director is mentioned in the Explanatory Statement under Section 102 of the Act to the notice of Annual General Meeting.

Mr. Vinod Sacheti has resigned during the period under review and Ms. Tiyana Sacheti & Mr. Kamal Kumar Bordia were appointed as Independent Director of the company. The Board noted the appreciation of services rendered by Mr. Vinod Sacheti during the period under review.

A brief resume of expertise and details of other directorship of the director is attached along with Notice of the ensuing Annual General Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The policy is also available on the Company's website.

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 is disclosed in Form No. AOC -2 is attached as Annexure-III.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3)(c) of the Companies Act, 2013 and in respect of the annual accounts for the period under review your Directors hereby confirm that :- (a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) Directors of the company selected such accounting policies and applied them consistently and made judgment 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 the Profit & Loss Account for the period under review;

(c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a "going concern basis";

(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;

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is available on company's website : www.polyconltd.com

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV

ACKNOWLEDGEMENT

Your Directors would like to take on record its appreciation for the co-operation and support extended by the Company's Bankers, Financial Institutions, its Employees, Shareholders, Business Associates and all other stakeholders.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID

Date : 30.05.2015 CHAIRMAN & MANAGING

DIRECTOR

---

Mar 31, 2014

The Members,

The Directors have the pleasure of presenting the 23rd Annual Report of the company together with Audited Accounts and Cash Flow Statement for the financial year ended 31 st March, 2014.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 4405.51 lacs against Rs. 3947.49 lacs in the previous financial year and registered an overall increases of 11.60 %.

FINANCIAL RESULTS :

The financial results for the year ended 31st March, 2014 are summarized below :

Amount Rs. In lacs 2013-2014 2012-2013

Net Sales Turnover 4405.51 3947.49

Gross Profit before Interest

and Depreciation 395.57 323.76

Less : Interest 248.75 185.30

Less : Depreciation 108.71 123.39

Profit/(Loss) for the year 38.11 15.07

Less : Provision for Taxation 11.10 6.30

Profit/(Loss) after Taxation 27.00 8.77

Add: Balance brought forward

from Previous Year 82.03 73.26

Balance carried to the

Balance Sheet 109.03 82.03

CORPORATE DEVELOPMENTS / GROWTH & EXPANSION :

All the units of the company are running well, but unfortunately, a fire has occurred in Kanota Unit on 01.02.2014, thereby causing damage to the fixed assets & Stock of the Company.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND :

In view of marginal profits, the Board of Directors does not recommend payment of Dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure & Development

As the wooden and glass items are being substituted by plastic items, manufacturing of plastic products have also

increased. Your company has been focusing on satisfying the customers by supplying the quality products well in time. This will bring your company in sync with the requirements of buyers and in turn, will bring great profits and values to its stakeholders.

Opportunity :

According to a study on plastics industry by Plast India Foundation increasing usage of plastics in automobiles, consumer packaging and impact of increased infrastructure spending, the plastics industry is expected to continue double-digit growth beyond 2016-17. The industry grew by 13 per cent annually in last five years and expected to continue double-digit growth beyond 2016-17. Your company is quick in realizing the latest trends and opportunities in the industry and has been in sync with the latest happenings in the market.

Polycon International Limited is continuously working over its capacity and effectiveness to increase its production and aims to provide better quality products to its consumers along with making strong position in domestic market. Threats :

- Cut-throat competition from the new entrants in the market, thereby squeezing the Company''s profit margins.

- Price volatility of key raw material and fuel.

- Uncertainty in the economic environment.

- Unavailability of skilled manpower.

- Threat of substitutes.

The company''s business activity falls within a single primary business segment viz. ''Plastic item'' in India hence the disclosure requirement of Accounting standard-17 "Segment Reporting" are not applicable.

Outlook :

Your company is constantly striving to provide quality products and is looking forward to use improvised technology and innovative methods to increase its sales. Your company''s endeavour to provide high quality products aiming to grant full value of money to the customer, expected to place in light of its refreshed mission and vision and clear strategic framework. Your Company will seize the opportunities and face the challenges prevailing in the industry and is confident to remain the market leader in the organized plastic industry.

Risks and Concerns :

In the normal course of business, the Company is exposed to external risks such as overall demand fluctuation in the market segment in which it operates reduction in relative market share for its products due to the impact of competition as well as internal risks such as limited product range, variation in operational efficiency and cost structure. The company is also exposed the financial risk in the form of interest rate variation. The Company is taking appropriate steps to guard itself against these identified risks.

In order to overcome such situations company is fully devoted in the preparation of appropriate programmes, adoption of suitable policies and to take corrective and precautionary measures for safeguarding the company''s market position and further to strengthening it.

Corporate Social Responsibility :

As a part of the Corporate Social Responsibility plan, your company has been emphasizing on eco-friendly packaging solutions, that is, keeping in mind the economy as well as the environmental friendliness. Your company contributes to a healthy corporate culture in our country.

Adequacy of Internal Control System :

Your Company has adequate system of internal controls commensurate with its size and scale of operation, to ensure that all the assets of the Company are safeguarded and protected and that all the transactions are authorized, recorded and reported appropriately. The annual internal audit plan and internal audit reports are also shared with the statutory auditors.

Your company adheres to the following internal control system :-

Properly conducts Board and general meetings

Records data discussed during the meeting in proper manner.

Properly constitutes committees in compliance with the acts, rules and regulations.

Timely prepares records, reports, minutes and other financial and statutory documents.

It ensures that every employee of the Company is heard, in which decisive and standard reporting structure help the management to reach to all the classes of employees.

Discussion of financial Performance :

Your Company''s net turnover for the year ended March 31, 2014 is Rs. 4405.51 lacs. The Profit before interest, depreciation and tax is Rs. 395.57 lacs. However, profit after tax is Rs. 27.00 lacs.

Your Company is engaged in the manufacturing of plastic containers since 1991 and the income also derived from the sale of these products. Your Company is hopeful of sustaining its performance through calibrated steps. Your directors are confident of the long-term business prospects of the Company.

Human Resources Development/Training :

Your company believes that Employees are its main strength. Accordingly your Company places people in the heart of its business strategy. Your Company is attracting and retaining the best people, creating a culture and environment where people are able to deliver their best and they are recognized and encouraged.

Your Company upholds the culture of trust and mutual respect in all its employees'' relations endeavors. Your company has ensured that there is sustained communication and engagement with workforce through various forums. Company''s human resources are mobilized to strengthen the company internally and to face future challenges. Your

company is providing a "state of art" working environment to the employees with a view to optimize their performance.

Employment Profile & Industrial Relations :

As on 31st March, 2014, the Company employed a total of 169 employees of which 13 were Officers and 156 belongs to non-executive cadre.

POLYCON International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

CAUTIONARY STATEMENT :

Some statements in this management discussion and analysis describing the Company''s objectives, projections, estimate, and expectations may be "forward looking" statement within the meaning of applicable laws and regulations. These Statements are likely to address the company''s growth strategy, financial results etc.

Actual results would differ substantially or materially from those expressed or implied. Important factors that could affect the company''s operations include domestic and international economic conditions in the industry, significant changes in political and economic environment in India, changes in government regulations, tax regimes, litigation, labour relation and other statutes.

CAPITAL STRUCTURE :

The authorized share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM :

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS :

In terms of provisions of the Companies Act, 2013 and the articles of association of the company Shri Rajiv Baid Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommended his re- appointment.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Smt. Tiyana Sacheti, Shri. Kamal Bordia and Shri Adarsh Singhania as independent Directors for the term given in the Notice of ensuing Annual General meeting. Details of the proposal for appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Act to the notice of Annual General Meeting.

A brief resume of expertise and details of other directorship of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) Directors of the company selected such accounting policies and applied them consistently and made judgment 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 the Profit & Loss Account for the period under review;

iii) They have taken proper and sufficient care 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;

iv) They have prepared the annual accounts on a "going concern basis".

AUDITORS :

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Letter from them that their re-appointment, if made, would be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment with the meaning of Section 141 of the said Act.

COMPLIANCE OFFICER :

CS Gajanand Gupta, Finance Controller and Company Secretary is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No: 0141-2363048/2363049 and e-mail ID is [e-mail]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

Your company is committed to providing consumers with high quality products. The technology that is being used by your company is eco-friendly that conserves the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process and focus is to stay aligned with the best and continuously increase efficiency. We proactively and continuously invest in developing technology which adds value to our business. Sustained delivery has ensured that your company''s products are trusted by consumers. During the year your company continued its focus on driving the quality culture and total productivity management across the factories.

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL CORPORATE GOVERNANCE :-

As required under clause 49 of Listing Agreement with the stock exchange, Corporate Governance Report is forms part of this report. Your company is in full compliance with the requirements and disclosure that have to be make in this regard. A certificate from the Statutory Auditors of the company confirming compliance of the corporate governance is appended to the report on corporate governance.

ACKNOWLEDGEMENT :-

The Board of Directors would like to thank Rajasthan Financial Corporation, Indian Overseas Bank and all Government authorities and Trade Associations for their continued support and also appreciate the contribution made by the employees at all levels for their hard work, dedication co-operation and support for the growth of the company.

Your Company continued to receive co-operation & unstinted support from the customers, vendors, investors and trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID Date : 30.05.2014 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2013

To, The Members,

The Directors have the pleasure of presenting the 22nd Annual Report of the company together with Audited Accounts and Cash Flow Statement for the financial year ended 31st March, 2013.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 3947.49 lacs against Rs. 3966.48 lacs in the previous financial year.

However, the net sales is nearly equal to the last year due to fire accident at Chopanki Bhiwadi Unit.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2013 are summarized below :

Amount Rs. In lacs

2012-2013 2011-2012

Net Sales Turnover 3947.49 3966.48

Gross Profit before Interest and Depreciation 323.76 344.35

Less : Interest 185.30 154.85

Depreciation 123.39 146.75

Profit/(Loss) for the year 15.07 42.75

Less : Provision for Taxation 6.30 12.50

Profit/(Loss) after Taxation 8.77 30.25

Add: Balance brought forward from Previous Year 73.25 43.00

Balance carried to the Balance Sheet 82.02 73.25

CORPORATE DEVELOPMENTS / GROWTH & EXPANSION:

All the units of the company are running well, but unfortunately, a massive fire has occurred in Bhiwadi unit on 11.02.2013, thereby causing heavy damage to the fixed assets of the company.

Now the building at Chopanki, Bhiwadi has been repaired and production will start soon.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND:

Payment of dividend for the year under review has not been recommended by the Board of Directors in view of the marginal profits.

CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM:

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS:

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri Rajiv Baid and Shri Vinod Sacheti, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommended their re-appointment.

Shri S.L. Daga, Independent Director of the Company has resigned from directorship of the company w.e.f 27.08.2012 due to his personal engagements.

Shri Sarabjit Singh, Independent Director of the company, has resigned from directorship of the company w.e.f. 25.03.2013 due to his personal engagements.

The Board places on record its sincere appreciation for the contributions made for the growth of the Company by Shri S.L Daga and Shri Sarabjit Singh as Directors.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgment 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care 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.

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS :-

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

CS Gajanand Gupta, Finance Controller and Company Secretary, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/ 2363049 and e-mail ID is [e-mail]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A . CONSERVATION OF ENERGY :-

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. Besides the measures already taken, efforts are continuing to examine and implement fresh proposal for further conservation of energy. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. Efforts are being made towards latest technology absorption, adoption and innovation which adds value to our business. The technology is being updated on a regular basis by keeping abreast of the latest developments in the field.

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE :-

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance brings on equilibrium between the expectations of the owners, employees, customers and all other stakeholders and it ensures the commitment of the Board in managing the Company in transparent manner.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holder''s trust.

ACKNOWLEDGEMENT :-

The Board of Directors wish to place on record their sincere appreciation for the continued support and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations and also to all the employees start working at different level for their dedication, hard work and invaluable contribution.

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board Place : Jaipur CA L.C. BAID

Date : 30.05.2013 CHAIRMAN & MANAGING

DIRECTOR

---

Mar 31, 2012

The Directors are delighted to present the 21st Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the financial year ended 31st March, 2012.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 3966.48 lacs against Rs. 3074.60 lacs in the previous financial year and registered an overall increase of 29%.

Sale of PET containers has increased by 33.58% in comparison to last year. Sale of Water Storage Tanks has also increased by 10.78% compared to last year. An increase of 53.42% in the sale of Profiles in comparison to previous year.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2012 are summarized below :

Amount Rs. In lacs

2011-2012 2010-2011

Net Sales Turnover 3966.48 3074.60

Gross Profit before Interest and Depreciation 344.35 322.07

Less : Interest 154.85 151.44

Depreciation 146.75 134.62

Profit(Loss) for the year 42.75 36.01

Less : Provision for Taxation 12.50 10.01

Profit/(Loss) after Taxation 30.25 26.00

Add: Balance brought forward from Previous Year 43.00 87.70

Less: Transfer pursuant to Scheme of Arrangement 0.00 89.99

Add: Prior period Item 0.00 19,29

Balance carried to the Balance Sheet 73.25 43.00

CORPORATE DEVELOPMENTS/GROWTH & EXPANSION :

All the units of the company are running very well. There were considerable significant developments during the year 2011-12. Considering the increasing demand of its products the Company is setting up a new unit at Rudrapur, Dist. U.S. Nagar in the state of Ultrakhan.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND:

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.

CAPITAL STRUCTURE

The authorized share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The IS1N No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic, form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS ;

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri Adarsh Singhania & Shri S. L. Daga, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommended their re-appointment.

At the meeting of the Board of Directors of your Company held on 21.06.2012, your Board felt it fit and proposed to re- appoint Shri Lai Chand Baid as Managing Director & Shri Rajiv Baid as Whole time Director designated as Executive Directors of the Company for a further period of 5 years w.e.f. 1st December, 2012 and 1st October, 2012 respectively.

Shri B.L. Baid, Non-executive Chairman and Shri Bharat Baid, Executive Director of the Company were resigned as Directors w.e.f. 14.06.2012 because of their personal engagements. Shri B.L. Baid was associated with the Company since incorporation and held Chairmanship of the Company. Shri Bharat Baid was associated with the Company since 1997 and held significant leadership positions including that of a Whole time Director of the Company.

The Board places on record its sincere appreciation for the valuable contributions made by Shri B.L. Baid and Shri Bharat Baid to the Company in providing advice and counsel with regard to the business strategies and investments which have significantly contributed to the Company's growth and stature during the tenure as director of the Company in its meeting held on 21st June, 2012.

Mr. Sarabjit Singh, who was appointed as Additional director would vacate the office at the forthcoming Annual General Meeting. A notice has been received from a member u/s 257 of the Companies Act, 1956 signifying his intention to propose the appointment as a Director of the Company has been received. The Board recommended his appointment.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there gre no material departures.

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgment 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care 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.

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS:- ,

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

CS Gajanand Gupta, Finance Controller and Company Secretary, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/ 2363049 and e-mail ID is [e-mail]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Your company is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. Besides the measures already taken, efforts are continuing to examine and implement fresh proposal for further conservation of energy. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. We proactively and continuously invest in developing technology which adds value to our business. The technology is being updated on a regular basis by keeping abreast of the latest developments in the field.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :- Foreign Exchange Earnings

Export Sale : Rs. NIL

OUTGO

Expenses on foreign travels : Rs. 3.20 lacs

Interest on WCFC Loan : Rs. 31.92 lacs Expenses on import on CIF basis for

- Capital Goods : Rs. NIL

- Raw Material : Rs. NIL

- Stores & Spares : Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance brings on equilibrium between the expectations of the owners, employees, customers and all other stakeholders and it ensures the commitment of the Board in managing the Company in transparent manner.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holder's trust.

ACKNOWLEDGEMENT

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations and also to all the employees start working at different level for their dedication, hard work and invaluable contribution.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in Endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID

Date : 21.06.2012 CHAIRMAN & MANAGING

DIRECTOR

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the year ended 31st March, 2011.

REVIEW OF OPERATIONS

The Economy of India has started witnessing a rise in inflationary trend during the Second half together with the tightening of the monetary policy, widening trade deficit and slowdown in corporate spending. Against this background, your company has effectively utilized its capacity and has increased its sales volume with a net turnover of Rs. 3074.60 lacs this year.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2011 are summarized below :

Amount Rs. In lacs

2010-2011 2009-2010

Net Sales Turnover 3074.60 3673.41

Gross Profit before Interest and Depreciation 322.07 440.30

Less : Interest 151.44 173.50

Depreciation 134.62 218.42

Profit/(Loss) for the year 36.01 48.38

Less : Provision for Taxation 10.01 15.43

Profit/(Loss) after Taxation 2600 32.95

Add: Balance brought forward from Previous Year 87.70 54.75

Less: Transfer pursuant to Scheme of Arrangement 89.99 0.00

Balance carried to the Balance Sheet 23.71 87.70

* In view of demerger (details of which mentioned elsewhere in Directors Report) with effect from April 01, 2010. The figures for the current year are not comparable with those of the previous year.

CORPORATE DEVELOPMENTS / GROWTH & EXPANSION :

All the units of the company are running very well. There were considerable significant developments during the year 2010-11. The Scheme of Arrangement i.e. demerger between Polycon International Ltd and Vinayak Polycon International Ltd., which was approved by the Hon’ble Rajasthan High Court, Jaipur Bench by its order dated 21st July, 2011 was made effective on 8th August, 2011. In accordance with the said scheme of Arrangement, the Chennai unit stood transferred and vested in Vinayak Polycon International Ltd. with effect from appointed date, i.e. 1st April, 2010.

Considering the increase in domestic demand of packaging items, the Board has considered and decided to set up a new unit at Rudrapur, Distt. U.S. Nagar in the state of Uttarakhand.

DEMERGER :

The Scheme of Arrangement between Polycon International Ltd and Vinayak Polycon International Ltd., which was approved by the Hon’ble Rajasthan High Court, Jaipur Bench by its order dated 21st July, 2011 was made effective on 8th August, 2011. In accordance with the said scheme of Arrangement, the Chennai unit stood transferred and vested in Vinayak Polycon International Ltd. with effect from appointed date, i.e., 01st April, 2010.

DIVIDEND :

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.

CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri Rajiv Baid & Shri Vinod Sacheti, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommended their re-appointment.

CA L.P. Nahata, Independent Director of the Company has resigned from directorship of the Company due to his pre-occupation and the same has been effected from 11.08.2011.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :- i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgment 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care 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.

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS :- M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

COMPLIANCE OFFICER :

CS Gajanand Gupta, Finance Controller and Company Secretary, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/2363049 and e-mail ID is [e-mail]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :- Your company is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. These measures also result in cost reduction.

B. TECHNOLOGY ABSORPTION :- As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. We proactively and continuously invest in developing technology which adds value to our business. The technology is being modernized and improved along with production itself without incurring additional cost or expenses on research.

PARTICULARS OF EMPLOYEES :- Information in accordance with the provisions of Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance deals with compliances with various laws, provision, requirement etc. and aims at enhancing value for all the stakeholders.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holder’s trust.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations and also to all the employees start working at different level for their dedication, hard work and invaluable contribution.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur

Date : 16.08.2011 CA L.C. BAID RAJIV BAID

MANAGING DIRECTOR EXECUTIVE DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the year ended 31st March, 2010.

REVIEW OF OPERATIONS

During the year the company recorded net sales of Rs. 3549.59 lacs against Rs. 3421.36 lacs in the previous financial year and registered an overall increase of 3.75%.

Sale of PET Containers has increased by 6.99% in comparison to last year. Sale of water storage tanks has also increased by 6.91% compared to last year. The sale of PVC profiles has also increased by 16.99% in comparison to last year.

Financial Results:

The financial results for the year ended 31st March, 2010 are summarized below:

Amount Rs. In lacs

2009-2010 2008-2009

Gross Profit before Interest and Depreciation 440.30 409.65

Less: Interest 173.50 180.31

Depreciation 218.42 188.64

Profit/(lLoss) for the year 48.38 40.70 Less: Provision for Taxation 15.43 15.53

Profit/(Loss) after Taxation 32.95 25.17

Balance brought forward from Previous Year 54.75 29.58

Balance carried to the Balance Sheet 87.70 54.75

GROWTH & EXPANSION:

All the units of the company are running very well. The company continued to see considerable growth in existing and new areas of business.

DEMERGER:-

The Board of Directors of the Company have approved the scheme of Demerger in its Board Meeting held on 15 July, 2010. Accordingly, its Chennai Unit will be demerged in Vinayak Polycon International Ltd. (VPIL) on receipt of Approval from Honourable Rajasthan High Court at Jaipur. The process of demerger is going on smoothly and the same shall be completed in due course.

DIVIDEND -

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.

CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri B.L. Baid & Shri Bharat Baid, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Shri Vinod Sacheti, Shri Shanti Lai Daga and Shri Adarsh Singhania, who were appointed as additional director vacate the office at the forthcoming Annual General Meeting. Necessary notice from certain members under section 257 of the Companies Act, 1956 signifying their intention to propose their appointment as director of the company has been received. Shri K.K. Ghiya, Independent Director of the Company has resigned from directorship of the Company w.e.f. 22.04.2010 due to his pre-occupation.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgement 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care 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.

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS :-

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

Mr. Gajanand Gupta, Secretary to the Company, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No.: 0141-2363048/2363049 and e- mail ID is [e-mail]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Your company is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. These measures also result in cost reduction.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. We proactively and continuously invest in developing technology which adds value to our business. The technology is being modernized and improved along with production itself without incurring additional cost or expenses on research.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :-

Foreign Exchange Earnings

Export Sale Rs. NIL

OUTGO

Expenses on foreign travels Rs. 1.30 lacs

Expenses on import on CIF basis for

- Capital Goods Rs. NIL

- Raw Material Rs. NIL

- Stores & Spares Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance deals with compliances with various laws, provision, requirement etc. and aims at enhancing value for all the stakeholders.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holders trust.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur B.L. BAID

Date : 11.09.2010 CHAIRMAN

---

Mar 31, 2009

The Directors are pleased to present the 18th Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the year ended 31st March, 2009.

REVIEW OF OPERATIONS

During the year companys net sales was Rs. 3421.36 lacs compared to Rs. 2919.57 lacs in the last financial year and registered an overall increase of 17.18%.

Sale of PET Containers has increased by 21.19 % in comparison to last year. Sale of tanks has also increased by 1.43% in comparison to last year. The sale of PVC profiles is decreased in comparison to last year.

Financial Results :

The financial results for the year ended 31st March, 2009 are summarized below:

(Rs. in Lacs) (Rs. in Lacs)

2008-2009 2007-2008

Gross Profit before Interest and Depreciation 409.65 361.77

Less: Interest 180.31 170.43

Depreciation 188.64 160.30

Profit/(Loss) for the year 40.70 31.04

Less .Provision for Taxation 15,53 14,60

Profit/(Loss) after Taxation 25.17 16.44

Balance brought forward from Previous Year 29.58 13,14

Balance carried to the Balance Sheet 54.75 29.58

GROWTH & EXPANSION:

All the units of the company are running very well. The company continued to see considerable growth in existing and new areas of business.

DIVIDEND -

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.



CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company, Shri Rajiv Baid and Shri L.P. Nahata, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommends their re-appointment. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1 )(g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the

applicable accounting standards have been followed and that there are no material departures.

ii) Appropriate accounting policies have been

selected and applied consistently and made judgement 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care 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.

iv) The annual accounts have been prepared on

"going concern basis".

AUDITORS :-

M/s.A. Natani&Co., Chartered Accountants of the Company retire at the meeting and are eligible for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

Mr. Gajanand Gupta, Secretary to the Company, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/2363049 and e- mail ID is petiar(5)bsnl.in

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Continuous efforts to improve energy efficiency by close monitoring of operational parameters resulted in general improvement in energy consumption across businesses.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. These measures also result in cost reduction.

B. TECHNOLOGY ABSORPTION :-

The unit has been installed with indigenous technology provided and developed by promoters. The unit is well equipped and self sufficient in the matter of manufacturing technology. The technology is being modernized and improved along with production itself without incurring additional expenses on research. The innovation intensity in the key businesses improved during the year.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :-

Foreign Exchange Earnings

Export Sale Rs. 47.76 lacs

OUTGO

Expenses on foreign travels: Rs. 1.70 lacs

Expenses on import on CIF basis for

- Capital Goods Rs. NIL

- Raw Material Rs. NIL

- Stores & Spares Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. has always been committed to benchmark itself with global standard in all areas including appropriate standards for good Corporate Governance.

A separate section on corporate governance and a certificate from Auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms part of this annual report.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board Place : Jaipur B.L. BAID

Date : 30.06.2009 CHAIRMAN