Directors Report of Polylink Polymers (India) Ltd.

Mar 31, 2025

The Directors of POLYLINK POLYMERS (INDIA) LIMITED are delighted to present the 32^nd Annual
Report along with the Audited Financial Statements of the Company for the financial year ended
March 31, 2025.

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance
with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI

Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below: (Figure in Lakhs)

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from operation	9123.33	7466.74
Other income	27.71	24.30
Total Revenue	9,151.04	7491.04
Expenses
Inventory	6933.90	5717.60
Employee benefit expense	421.54	336.92
Finance Charges	36.58	22.16
Provision for Depreciation	101.34	95.33
Other Expenses	1360.27	1087.64
Total Expenses	8853.63	7259.65
Profit before tax	297.41	231.39
(-) Tax	84.21	58.21
Net Profit after tax	213.20	173.18
(-)Other Comprehensive Income	(4.32)	(0.58)
Total Comprehensive Income	208.88	172.60
Closing Balance of Retained Earnings	1,884.75	1675.87

The Company''s financial performance during the year under review demonstrates robust growth. The
total revenue for the financial year ended March 31, 2025, stood at Rs. 9,151.04 Lakhs, marking a
significant increase of 22.16% compared to Rs. 7,491.04 Lakhs reported for the preceding financial
year ended March 31, 2024.

Furthermore, the Net Profit after Tax for the financial year ended March 31, 2025, was recorded at
Rs. 213.20 Lakhs, as against Rs. 173.18 Lakhs for the financial year ended March 31, 2024. This
represents a commendable increase of 23.11%.

The retained earnings of the Company also exhibited a healthy growth, increasing to Rs. 1,884.75
Lakhs as on March 31, 2025, from Rs. 1,675.87 Lakhs as on March 31, 2024, registering an increase
of 12.46%.

Your company is manufacturing of all types of polymers, Polymeric compounds and co-polymers
required as sources material for cables of all types including power cables XLPE cables and
Telecommunication cables.

During the year, the Company has not apportioned any amount to other reserve. The profit earned
during the year has been carried to the balance sheet of the Company.

In light of the Company''s strategic growth objectives and the need to conserve resources for future
expansion and strengthening of the financial position, the Board of Directors, after due deliberation,
has decided not to recommend any dividend for the financial year 2024-25.

Four meetings of the Board were held during the year under review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.

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

During the year under review, there was no change in the nature of business of the Company.

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate
Governance Report. The Policy may be referred to at the Company''s website at
www.polylinkpolymers.com

Polylink Polymers India Limited continues to operate as a subsidiary of KHL Finance Limited
(formerly known as HWL Trader Limited). As of March 31, 2025, KHL Finance Limited maintains a
significant controlling interest, holding 60.50% of the total equity share capital of Polylink Polymers
India Limited. This strategic investment underscores our continued commitment to the growth and
performance of Polylink Polymers India Limited within our consolidated business operations.

There are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to be
Subsidiary, Joint Venture or Associate Companies during the year.

During the year under review, there were no significant or material orders passed by any regulators
or court or tribunal, which can impact the going concern status of the company and /or its future
operations.

There was no change in the share Capital of the Company during the year under review.

Your Company has not accepted any deposits from the public within the meaning of Section 73 and
74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for
the year ended 31^st March, 2025.

The Board believes the independent directors appointed or re-appointed are individuals of integrity
who have the necessary expertise and experience, including proficiency. Necessary details regarding
the appointment and re-appointment as required under the Companies Act, 2013 and SEBI Listing
Regulations, 2015 are given in the notice of 32^nd Annual General Meeting. The aforesaid appointments
are subject to approval of shareholders at the Annual General Meeting.

Mr. Uma Shankar Bhartia (DIN: 00063091) who retires by rotation and being eligible, offers himself
for re-appointment. A resolution seeking shareholders’ approval for his re-appointment forms part of
the Notice.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6) of the
Act along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as independent directors of the
Company.

During the year under review, Mr. Krishna Murari Lal, who served two successful terms with the
company, concluded his term on August 4, 2024. The Board of Directors extends its sincere gratitude
to Mr. Krishna Murari Lal (DIN: 00016166) for his invaluable contributions and dedicated service
during his tenure as an Independent Director.

His insights and guidance have been instrumental to the Board''s deliberations and the Company''s
strategic direction, and we wish him the very best in his future endeavors.

As per recommendation of Nomination and Remuneration Committee the board in its meeting held
on 29^th May, 2024 has approved appointment of Mr. Ashwini Nagia (DIN: 10637754) as an
Independent Director with effect from 05^th August, 2024.

During the financial year 2024-25, The Board is pleased to report that, following the expiration of
previous term of Mr. Ravi Prakash Goyal (DIN: 00040570) Whole-Time Director was reappointed as
Whole-Time Director and Key Managerial Personnel on a contractual basis for a further period of
three years, commencing February 8, 2025. This reappointment was duly approved by the
shareholders through a postal ballot, the results of which were declared on March 21, 2025. In addition
to his salary and perquisites, Mr. Ravi Prakash Goyal continues to be entitled to other company
contributions as per the Human Resources Policy."

During the period under review, Mr. Dilip Nikhare the Company Secretary and Compliance officer of
the company has resigned from the position on June 25, 2025.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company
are:

1. Mr. Ravi Prakash Goyal (Whole Time Director),

2. Mr. Manoj Gohil (Chief Financial Officer),

3. Mr. Dilipkumar Nikhare (Company Secretary and compliance officer)*

*Mr. Dilip Nikhare has resigned from the office w.e.f. 25.06.2025

The Board of Directors has carried out an annual evaluation of its own performance, board and
committees pursuant to the provisions of the Act and SEBI Listing Regulations.

The Board evaluated its own performance through a comprehensive process, gathering input from all
directors. This assessment was based on several key criteria, including the Board''s composition and
structure, the effectiveness of its processes, the quality of information provided, and its overall
functioning.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members based on criteria such as the composition of committees, effectiveness of
committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views of
executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees and
individual directors was also discussed. Performance evaluation of Independent Directors was done
by the entire Board, excluding the independent director being evaluated.

The Audit Committee has oversight in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis. A well-defined and established system of internal audit is in operation to
independently review and strengthen these control measures, which is carried out by a reputed firm
of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the
internal auditors and recommends actions for further improvement of the internal controls.

The objective of Risk Management at PPIL is to create and protect shareholder value by minimizing
threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management
framework is applied so that effective management of risks is an integral part of every employee’s job.
The Company is manufacturing of all types of polymers, Polymeric compounds and co-polymers
required as sources material for cables of all types including power cables XLPE cables and
Telecommunication cables.

The Company has established a well-defined process of risk management, wherein the identification,
analysis and assessment of the various risks, measuring of the probable impact of such risks,
formulation of risk mitigation strategy and implementation of the same takes place in a structured
manner. Though the various risks associated with the business cannot be eliminated completely, all
efforts are made to minimize the impact of such risks on the operations of the Company. Necessary
internal control systems are also put in place by the Company on various activities across the board
to ensure that business operations are directed towards attaining the stated organizational objectives
with optimum utilization of the resources. Apart from these internal control procedures, a well-defined
and established system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit
Committee of the Company regularly reviews the reports of the internal auditors and recommends
actions for further improvement of the internal controls.

The Company does not fall in any of the criteria of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not
required to comply with the same.

Your company has taken all the necessary steps to insure its properties and insurable interests, as
deemed appropriate and also as required under the various legislative enactments.

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function
and the results underscore the important role that human capital plays in critical strategic activities
such as growth. The Company had total 45 employees as on 31^st March, 2025.

Your Company enjoys the status of “One Star Export House”

Your company is making continues endeavor to enter into new area of market. The high standard and
development will ensure cost reduction, cost control and new product mix which preliminary affect
the bottom line of the company.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:

i. In the preparation of the annual accounts for FY 2024-25, the applicable accounting standards have
been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the FY 2024-25 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act 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; and

v. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors
and external consultants, including the audit of internal financial controls over financial reporting by
the statutory auditors and the reviews performed by management and the relevant board committees,
including the audit committee, the Board is of the opinion that the Company’s internal financial
controls were adequate and effective during FY 2024-25.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
following Directors are liable to retire by rotation and seeking appointment / reappointment at the
ensuing Annual General Meeting is annexed to the notice convening 32^nd Annual General Meeting.
Following directors are liable to retire/appoint/reappoint in ensuing Annual General Meeting.

1. Mr. Uma Shankar Bhartia (DIN: 00063091)

2. Mrs. Jyoti shastri (DIN: 06387317 Non-Executive Independent Director)

Disclosures of the ratio of Remuneration of each director to the median employee''s remuneration and
other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5
(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given
in the ANNEXURE - IV of the Director Report.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and
Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
as under:

Employee throughout the Year: Nil
Employee for part of the year: Nil

The Detail of remuneration paid to the directors including executive directors of the Company are
given in draft Form MGT 7 available at the websites of the company at www.polylinkpolymers.com .

The Company has duly constituted and reconstituted the following statutory Committees in terms of
the provisions of the Act read with relevant rules framed thereunder and the SEBI Listing
Regulations during the reporting period and up to the date of this report.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of all the above Committees, brief terms of reference, number of meetings held during
the financial year, their dates and attendance of members at each of the Committee meetings and
other details have been provided in the Corporate Governance Report as ANNEXURE VII, which
forms part of the Annual Report of the Company. There has been no instance during the year where
the recommendations of the Committees were not accepted by the Board

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors)
Rules, 2014 M/s. K N Gutgutia & Co. Chartered Accountant, New Delhi having Firm Registration No.
304153E were appointed by the Shareholders of the Company at their 29^th Annual General Meeting
held on 30^th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of
33^rd Annual General Meeting at Remuneration as to be decided by the Board of Directors in
consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, M/s. RPSS & Co. Partner Mr. Rajesh Parekh Company
Secretaries, Ahmedabad conducted the secretarial audit for the financial year ended 31 March 2025.
The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as
ANNEXURE V and forms part of the Directors’ Report. There are no qualifications or remarks made
by the Secretarial Auditor in their Report.

In accordance with the amended provisions of Regulation 24A of the SEBI Listing Regulations and
based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held
on 8^th August 2025, have approved and recommended for the Members’ approval, the appointment of
M/s. AG Shah & Associates Proprietor CS Ashish Shah, a Peer Reviewed Practicing Company
Secretary, having ICSI Membership No. A29017, COP No - 10642 and Peer Review No. 2399/2022 as
the Secretarial Auditor of the Company for term of 5 (five) consecutive years commencing from the
financial year 2025-26.

i) Auditor’s Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments from the Board.

ii) Secretarial Audit Report

In terms of Section 204 of the Act and Rules made their M/s. RPSS & Co. Partner Mr. Rajesh Parekh
Company Secretaries, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of the
secretarial records of the company for the year ended 2024-25. The report of the Secretarial Auditor
for the F.Y 2024-25 is enclosed to this report. The report is self-explanatory and do not call for any
further comments from the Board.

iii) Secretarial Compliance Report

In terms of SEBI (LODR) Regulation, 2015 the company have appointed M/s. RPSS & Co. Partner
Mr. Rajesh Parekh Company Secretaries, Ahmedabad to issue a compliance report in respect of
compliance of various rules, notices, circulars, notification etc. issued by BSE, SEBI from time to time
which is annexed hereto as ANNEXURE VI to this report.

During the year company have complied all the circulars, notices, notification issued under various
SEBI Act and Regulations, which are applicable for the company. The Secretarial Compliance Report
for the F.Y 2024-25 is enclosed to this report. The report is self - explanatory and do not call for any
further comments.

There was no instance of fraud during the year under review, which required the statutory auditors
to report to the audit committee and /or Board under section 143(12) of Act and rules framed
thereunder.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing
Regulations, to report concerns about unethical behavior.

In staying true to our values of Strength, Performance and Passion and the Company is committed to
the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that
strict confidentiality is maintained.

The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS -
1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved
by the Central Government.

During the year under review, the Company has not given any loan or provided guarantees or made
any investments as prescribed under Section 186 of the Companies Act, 2013.

All related party transactions that were entered between the related parties during the FY 2024-25
were on arm''s length basis and were in the ordinary course of the business and comply the Related
Party Transaction Policy of the Company. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large except as mentioned
in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014, are given as Annexure III to this report.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on the website of
the Company at

https://www.polvlinkpolvmers.eom/investor.html#Annual Return under section 92 of the Companies
Act, 2013.

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the Key
Managerial Personnel was in accordance with remuneration Policy adopted by the Company and is
attached herewith under ANNEXURE IV of this report.

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopted
a Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure of
Unpublished Price Sensitive Information along with Policy for Legitimate purpose with a view to
regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or
sale of Company’s shares by the Directors, Insiders, Key Managerial Personnel, and designated
employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Company Secretary & Compliance
Officer is responsible for implementation of the Code. All Board of Directors and the designated
employees have confirmed compliance with the Code.

In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 25^th March, 2025,
in absence of Non-Independent Directors and members of the Management. The Meeting was held
inter-alia, with a view to review the performance of non-independent directors and the Board as a
whole, review the performance of and non-executive directors; and to assess the quality, quantity and
timeliness of flow of information between the company’s management and the Board. The details of
Independent Directors'' Meeting and familiarization program are stated in the Corporate Governance
Report available at Company’s website under Investor Relation section.

Based on the declarations received from the Independent Directors confirming their independence
under the provisions of Section 149 of the Act read with Regulation 16(l)(b) of the SEBI Listing
Regulations, the Board, having verified the veracity of such declarations, have confirmed that the
Independent Directors fulfil the conditions of independence specified in the Act and the SEBI Listing
Regulations and that they are independent of the Company’s management.

The Company has in place adequate internal financial control with reference to financial statements.
Periodic audit is undertaken on continuous basis covering all the major operations. Reports of the
Internal Auditors are reviewed by the management from time to time and desired actions are initiated
to strengthen the control and effectiveness of the system. During the year, such control was tested and
no reportable material weaknesses were observed in the design or operation. The Internal financial
control with reference to financial statement as designed and implemented by the company are
adequate. During the year under review, no material or serious observation has been received from
the Internal Auditors of the company for inefficiency of such control.

The Internal Control System provides for well documented policies/guidelines, authorization and
approval procedures. Considering the nature of its business and size of operation, your company
through its internal auditor carried out periodic audit based on the plan approved by the audit
committee.

The Remarks of the Internal Audit, if any and the action taken report along with the status of the
implementation are reported to the Audit Committee. The above recommendation is reviewed by the
Audit Committee on a regular basis and require action are initiated to strengthen the control and
effectiveness of the system. Concerns, if any, reported to the board.

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with
the Companies (Management and administration) Rules, 2014 as may be amended from time to time
which permit the paperless compliances and also service of notice/documents (including annual
report) through electronic mode to its shareholders.

Your Directors hereby once again appeal to all those members who have not registered their e mail
address so far are requested to register their email address in respect of electronic holding with their
concerned Depository participants and /or with the Company.

The Company obtained the necessary approval/Licenses from concerned Government
Department/Pollution Control Board and related environment clearance safety clearance. The
company continues to focus on maintenance and performance improvement of related pollution control
facility at its manufacturing locations.

The business responsibility and Sustainability Report (BRSR) as required by regulation 34(2) (f) of
the SEBI (listing obligations and disclosure requirements) regulations, is applicable to the top 1000
listed entities based on market capitalization. We wish to inform that the Company does not fall
within the criteria for mandatory BRSR reporting for the financial year ended March 31, 2025.

The Management Discussion and Analysis Report on the operations of the Company for the FY 2024¬
25 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
has been provided as an ANNEXURE VIII attached herewith to this report.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day-to-day business operations of the company. The Company
believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form
and the Board has laid down the directives to counter such acts.

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has adopted the following policies currently which are available on
the portal of the company at www.polylinkpolymers.com and the links for all the policies are given
under ANNEXURE-II of this report.

Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made nor
any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the period under
review.

The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company
during the period under review.

The Company has in place a policy for the prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act, 2013”) The policy has been posted on the Company''s website
www.polylinkpolymers.com .

The Company has always believed in providing a safe and harassment-free workplace for every
individual working in the Company. The Company has complied with the applicable provisions of the
aforesaid Act and the Rules framed thereunder, The Company has in place a policy on Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

a. Number of complaints filed during the financial year: 0

b. Number of complaints disposed of during the financial year: 0

c. Number of complaints pending as of the end of the financial year: 0

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended, is provided as ANNEXURE-I of this report.

The Directors thank the Company’s employees, customers, vendors, investors and academic partners
for their continuous support.

The Directors also thank the Government of India, Governments of various states in India,
Governments of various countries and concerned Government departments and agencies for their co¬
operation.

The Directors appreciate and value the contribution made by every member of the Company.

Place: Ahmedabad For, Polylink Polymers (India) Limited

Date: 08^th August, 2025 By Order of the Board of Directors

Ravi Prakash Goyal Uma Shankar Bhartia

Whole Time Director Director

(DIN: 00040570) (DIN: 00063091)

---

Mar 31, 2024

Your directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2024.

Your Director’s Report is prepared based on the Standalone Financial Statements of the Company and the Report on the performance and financial position of the Company.

The Company’s financial performance for the year ended on 31st March, 2024 is summarized below:

1. Financial Performance (J in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from operation	7466.74	5036.14
Other income	24.30	28.57
Total Revenue	7491.04	5064.71
Total Expenses	7259.65	4968.07
Profit before Interest, Depreciation & Exception Items	231.39	196.93
Finance Charges	22.16	6.16
Gross Profit	203.23	190.77
Provision for Depreciation	95.33	94.13
Net Profit before tax 1 11 1	231.39	96.64
Provision for tax	58.21	32.23
Net Profit after tax	173.18	64.41
Other Comprehensive income (Net of tax)	(0.58)	(6.02)
Total Comprehensive Income	172.60	58.39
Closing Balance of Retained Earnings	1675.87	1503.27

2. State of Company’s Affairs

During the year the Company has total revenue for the year under review was 7491.04 lakhs as compared to Rs. 5064.71 lakhs for the year ended as on 31st March 2024 recording growth of 47.91%. Net Profit after tax for the year 31st March 2024 was Rs. 173.18 Lakhs as compared to Rs. 64.41 Lakhs for the year ended as on 31st March 2024 registering increase of 168.87%. Retained earning during the year is 1675.87 lakh compared to last year Rs. 1503.27 lakh recording increase of 11.48%.

Your company is manufacturing of all types of polymers, Polymic compounds and co-polymers required as sources material for cables of all types including power cables XLPE cables and Telecommunication cables.

3. Transfer to Reserves in terms of section 134 (3) (J) of the Companies Act, 2013

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

4. Dividend

In view of the inadequate profit, no dividend has been recommended by the Board for the year 2023-24.

5. Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

6. Material changes and commitments affecting the financial position of the Company

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

7. Policy on directors’ appointment and remuneration and other details

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Policy may be referred to at the Company''s website at (www.polylinkpolymers.com)

8. Details of subsidiary/joint ventures/associate companies

There are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to be Subsidiary, Joint Venture or Associate Companies during the year.

9. Going Concern Status

During the year under review, there were no significant or material orders passed by any regulators or court or tribunal, which can impact the going concern status of the company and /or its future operations.

10. Share Capital

There was no change in the share Capital of the Company during the year under report.

11. Deposits from public

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2024.

12. Directors and key managerial personnel

The Board opines that the independent directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

Necessary details regarding the appointment and re-appointment as required under the Companies Act, 2013 and SEBI Listing Regulations, 2015 are given in the notice of 31st Annual General Meeting. The aforesaid appointments are subject to approval of shareholders at the Annual General Meeting.

Smt. Pragya Bhartia Barwale (DIN: 02109262) who retires by rotation and being eligible, offers herself for reappointment. A resolution seeking shareholders’ approval for her re-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with

Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, Mr. Ankit Vageriya has resigned from the post of company secretary and compliance officer with effect from 30th November, 2023. Mr. Dilipkumar Nikhare has appointed as Company Secretary and Compliance officer with effect from 05th February, 2024.

During the year under review, Mr. Krishna Murari Lal (DIN:00016166) is serving his second term in the company as Independent Director and his terms is Expiring on 04th August, 2024, as per recommendation of Nomination and Remuneration Committee the board in its meeting held on 29th May, 2024 has approved appointment of Mr. Ashwini Nagia for the post of Independent Director with effect from 05th August, 2024.

Further Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621) has been as Independent Director to fill the causal vacancy arising due Resignation of Mr. J S Baijal, for the remaining term of Shri J S Baijal (i.e. Till 04th August, 2024) commencing w.e.f. 10th Day of August, 2022 in extra ordinary general meeting held on September 28, 2022 through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) mode. Further the board vide passing circular resolution dated on 15/07/2024 reappointed Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621) for his second term for the period of 5 consecutive years commencing from 05/08/ 2024 to 04/08/2029 and he will confirm by the Shareholder with in 3 Month in upcoming Annual general meeting of the company.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

1. Mr. Ravi Prakash Goyal (Whole Time Director),

2. Mr. Manoj Gohil (Chief Financial Officer),

3. Mr. Ankit Vageriya ((Company Secretary and compliance officer) till 30/11/2023

4. Mr. Dilipkumar Nikhare (Company Secretary and compliance officer) w.e.f. 05/02/2024

13. Annual evaluation of the performance of the board, its committees and of individual directors

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

14. Risk management

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The objective of Risk Management at PPIL is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee’s job.

The Company is manufacturing of all types of polymers, Polymic compounds and co-polymers required as sources material for cables of all types including power cables XLPE cables and Telecommunication cables. Its presence in these segments exposes it to various risks which are explained below.

Risk of Competition and Price Pressure

The risk of competition from existing players as well as from new entrants remains high. However, the Company’s strength in the market place, coupled with its continuous thrust on improving quality of its products and offering newer products in the Masterbatch segment. The Company supplies Various Compound both on National and International Market. Both Markets have their own nuances in terms of customer expectations, competition, and pricing. However, the company is well focused on increasing its share in all segments through sound marketing strategy and a balanced approach.

Risk of fluctuations in prices of key inputs

Prices of the key ingredients used in the products manufactured and marketed by the Company remain volatile due to several market factors, including changes in government policies and fluctuations in the foreign exchange rates and the Speculators. However, the Company keeps a close watch on the prices, wherever feasible, to minimize the risk of fluctuations in the input prices.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The Company has limited currency exposure in case of sales, purchases and other expenses. It has natural hedge to some extent. However, beyond the natural hedge, the risk can be measured through the net open position i.e. the difference between un-hedged outstanding receipt and payments.

15. Corporate Social Responsibility

The Company does not fall in any of the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

16. Insurance

Your company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

17. Human resource development

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

The Company had total 43 employees as on 31st March, 2024.

18. Export House Status

Your Company enjoys the status of “One Star Export House”

19. Business Outlook/Future Projects

Your company is making continues endeavour to enter into new area of market. The high standard and development will ensure cost reduction, cost control and new product mix which preliminary affect the bottom line of the company.

20. Directors’ responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for FY 2023-24, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY 2023-24 and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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; and

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed

by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

21. Profile of the Directors Seeking Appointment / Reappointment

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following Directors are liable to retire by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 31st Annual General Meeting. Following directors are liable to retire/appoint/ reappoint in ensuing Annual General Meeting.

1. Smt. Pragya Bhartia Barwale (DIN: 02109262 Non-Executive Non-Independent Director)

2. Mr. Ashwini Nagia (DIN: 10637754 Non-Executive Independent Director)

3. Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621 Non-Executive Independent Director)

22. Particulars of Employees and Related Disclosures

Disclosures of the ratio of Remuneration of each director to the median employee''s remuneration and other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of the Company are given in draft Form MGT 7 available at the websites of the company at www.polylinkpolymers.com .

23. Audit committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. As on 31st March 2024, the committee comprises of following members:

1. Shri Krishna Murari Lal (Chairman)

2. Shri Uma Shankar Bhartia

3. Shri Keerthinarayan Hemminge

4. Mrs. Jyoti Shastri

24. Statutory Auditors

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 M/s K N Gutgutia & Co. Chartered Accountant, New Delhi having Registration No. 304153E were appointed by the Shareholders of the Company at their 29th Annual General Meeting held on 30th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of 33rd Annual General Meeting at Remuneration as to be decided by the Board of Directors in consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

In terms of the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 read with The Companies (Audit and Auditors) 2nd Amendment Rules, 2018 alongwith its corrigendum dated 17th May, 2018 deleted rules and provisions relating to annual ratification of the appointment of auditor. Now onwards during a single term of 5 years, there is no required to ratify the appointment of statutory auditor every year. They will be continuing as statutory auditors of the company till the Conclusion of 33rd Annual General Meeting to be held in the calendar year 2027.

25. Secretarial Auditor

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Jigar Trivedi, proprietor of Jigar Trivedi & Co, Company Secretary in Practice, Ahmedabad was appointed by the Board of Directors to conduct the audit of the secretarial records of the company for the year ended 2023-24.

26. Auditor’s report and Secretarial audit report

1. Auditor’s Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

2. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Jigar Trivedi, proprietor of Jigar Trivedi & Co, Company Secretary in Practice, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of the secretarial records of the company for the year ended 2023-24. The report of the Secretarial Auditor for the F Y 2023-24 is enclosed to this report. The report is self-explanatory and do not call for any further comments.

3. Secretarial Compliance Report

In terms of SEBI (LODR) 2015 the company have appointed Mr. Jigar Trivedi, proprietor of Jigar Trivedi & Co, Company Secretary in Practice, Ahmedabad to issue a compliance report in respect of compliance of various rules, notices, circulars, notification etc. issued by BSE SEBI from time to time.

During the year company have complied all the circulars, notices, notification issued under various SEBI Act and Regulations, which are applicable for the company.

The report of the Secretarial Compliance Report for the F Y 2023-24 is enclosed to this report. The report is selfexplanatory and do not call for any further comments.

27. Details in respect of frauds reported by Auditors

There was no instance of fraud during the year under review, which required the statutory auditors to report to the audit committee and /or Board under section 143(12) of Act and rules framed thereunder.

28. Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.

In staying true to our values of Strength, Performance and Passion and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns an Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

29. Compliance with Secretarial Standards on Board and General Meetings

The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

30. Particulars of loans, guarantees and investments

During the year under review, the Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

31. Particulars of Contracts or arrangements with related parties

All related party transactions that were entered between the related parties during the FY 2023-24 were on arm''s length basis and were in the ordinary course of the business and comply the Related Party Transaction Policy of the Company. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

32. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on the website of the Company at www.polylinkpolymers.com under Investor Relation section.

33. Particulars of employees and related disclosure

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Employee throughout the Year: Nil

Employee for part of the year: Nil

34. Prevention of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopted a Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure of Unpublished Price Sensitive

Information along with Policy for Legitimate purpose with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company’s shares by the Directors, Insiders, Key Managerial Personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

35. Independent Directors'' Meeting and Familiarization Programme

In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 19th January, 2024, in absence of Non-Independent Directors and members of the Management. The Meeting was held inter-alia, with a view to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and to assess the quality, quantity and timeliness of flow of information between the company’s management and the Board. The details of Independent Directors'' Meeting and familiarization program are stated in the Corporate Governance Report available at Company’s website under Investor Relation section.

36. Adequacy of Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. Periodic audit is undertaken on continuous basis covering all the major operations. Reports of the Internal Auditors are reviewed by the management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. During the year, such control was tested and no reportable material weaknesses were observed in the design or operation. The Internal financial control with reference to financial statement as designed and implemented by the company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency of such control.

37. Internal Control System and their Adequacy

The Internal Control System provides for well documented policies/guidelines, authorization and approval procedures. Considering the nature of its business and size of operation, your company through its internal auditor carried out periodic audit based on the plan approved by the audit committee.

The Remarks of the Internal Audit, if any and the action taken report along with the status of the implementation are reported to the Audit Committee. The above recommendation is reviewed by the Audit Committee on a regular basis and require action are initiated to strengthen the control and effectiveness of the system. Concerns, if any, reported to the board.

38. Policies As Per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies currently which are available on the portal of the company (www.polylinkpolymers.com)

S.N.	Item	Web Address
1	Details of business	https ://polylinkpolymers.com/investor.html#details_of_its_business
2	Terms and conditions of appointment of independent directors	https://polylinkpolymers.com/asstes/images/investor/46/Terms%20 and%20conditions%20of%20appointment%20of%20independent %20directors.pdf
3	Composition of various committees of board of directors	https://polylinkpolymers.com/asstes/images/investor/46/ Composition%20of%20various%20committees%20of%20board %20of%20directors.pdf
4	Code of conduct of board of directors and senior management personnel	https://polylinkpolymers.com/asstes/images/investor/46/Code%20 of%20conduct%20of%20board%20of%20directors%20and%20 senior%20management%20personnel.pdf
5	Details of establishment of vigil mechanism/Whistle Blower policy	https://polylinkpolymers.com/asstes/images/investor/46/Details% 20of%20Vigil%20Mechanism.pdf
6	Criteria of making payments to non-executive directors	https://polylinkpolymers.com/asstes/images/investor/46/Criteria% 20of%20making%20payments%20to%20non-executive%20 directors.pdf

S.N.	Item	Web Address
7	Policy on dealing with related party transactions	https://polylinkpolymers.com/asstes/images/investor/46/Policy% 20on%20dealing%20with%20related%20party%20 transactions.pdf
9	Details of familiarization programmes imparted to independent directors	https://polylinkpolymers.com/asstes/images/investor/46/Details% 20of%20familiarization%20programmes%20imparted%20to%20 independent%20directors.pdf
10	The email address for grievance redressal and other relevant details	https://polylinkpolymers.com/investor.html#The_email_address_ for_grievance_redressal_and_other_relevant_details
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	https://polylinkpolymers.com/investor.html#Contact_information _of_the_designated_officials
12	Financial Results	https://polylinkpolymers.com/investor.html# financial_results
13	Shareholding pattern	https://polylinkpolymers.com/investor.html#Shareholding_Pattern
15	Schedule of analystsor institutional investors meet and presentations made by the listed entity to analysts or institutional investors.	https ://polylinkpolymers.com/investor.html#Disclosures-Under-Regulation-46-of-LODR
16	Audio or video recordings and transcripts of post earnings/quarterly calls	https://polylinkpolymers.com/investor.html#Disclosures-Under- Regulation-46-of-LODR
19	New name and the old name of the listed entity	NA
20	Newspaper publication as per https://polylinkpolymers.com/investor.html#Newspaper_Publication Regulation 47 (1) inwwl
21	credit ratings or revision in credit rating obtained	NA
23	Secretarial compliance report	https://polylinkpolymers.com/investor.html#Secretarial_Audit_ Report
24	Materiality Policy as per Regulation 30 (4)	https://polylinkpolymers.com/asstes/images/investor/46/Disclosure %20of%20the%20policy%20for%20determination%20of%20 materiality%20of%20events.pdf
25	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30 (5)	https://polylinkpolymers.com/asstes/images/investor/46/ Disclosure%20of%20contact%20details%20of%20key%20 managerial%20personnel.pdf
26	Disclosure under regulation 30 (8) of	https://polylinkpolymers.com/investor.html#Disclosures-Under-
	LODR	Regulation-30-of-LODR
28	Dividend distribution policy as per regulation 43A(1)	NA
29	Annual return as provided under section 92 of the Companies Act, 2013	https://polylinkpolymers.com/investor.html#Annual_Return_under_ section_92_of_the_Companies_Act,_2013

39. Green Initiative

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders.

Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.

40. Health Safety and Environment

The Company obtained the necessary approval/Licenses from concerned Government Department/Pollution Control Board and related environment clearance safety clearance. The company continues to focus on maintenance and performance improvement of related pollution control facility at its manufacturing locations.

41. Business Responsibility Report

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 is not applicable on company for the financial year ending March 31, 2024.

42. Management Discussion and Analysis Report

The management discussion and analysis report on the operations of the Company for the FY 2023-24 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately in this report.

43. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

44. Acknowledgements

The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Company.

Place: Ahmedabad By Order of the Board of Directors

Date: 9th August, 2024 For, Polylink Polymers (India) Limited

Reg. Office: Ravi Prakash Goyal

Block No.: 229-230, Village: Valthera Taluka: Dholka, Whole Time Director

Distt. Ahmedabad Gujarat-382225. DIN: 00040570

CIN No. L17299GJ1993PLC032905

Tel. Fax: [phone]

Mail Id: [e-mail]

Website: www.polylinkpolymers.com

---

Mar 31, 2023

The Directors present the 30^th Annual Report of Polylink Polymers (India) Limited (the Company) along with the audited financial statements for the financial year ended March 31,2023. The consolidated performance of the Company has been referred to wherever required.

1. FINANCIAL PERFORMANCE

Particulars	Financial Year 2022-23 (FY 2023)	Financial Year 2021-22 (FY 2022)
Revenue from operation	5036.14	4568.74
Other income	28.57	44.91
Total Revenue	5064.71	4613.65
Total Expenses	4968.07	4473.27
Profit before Interest, Depreciation & Exception Items	196.93	240.89
Finance Charges	6.16	11.98
Gross Profit	190.77	228.91
Provision for Depreciation	94.13	88.53
Net Profit before tax	96.64	140.38
Provision for tax	32.23	50.73
Net Profit after tax	64.41	89.65
Other Comprehensive income (Net of tax)	(6.02)	1.78
Total Comprehensive Income	58.39	91.43
Closing Balance of Retained Earnings	1503.27	1434.01

2. Dividend

In view of the inadequate profit, no dividend has been recommended by the Board for the year 2022-23.

3. Going Concern Status

During the year under review, there were no significant or material orders passed by any regulators or court or tribunal, which can impact the going concern status of the company and /or its future operations.

4. Share Capital

There was no change in the share Capital of the Company during the year under report.

5. Insurance

Your company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

6. Company''s performance

During the year The Company has produced 5140 MT of various Grades of Compounds as against the Production of 6370 MT for the year 31^st March 2022. Gross sales for the year under review was 4996.63 lakhs as compared to Rs. 4519.09 lakhs for the year ended as on 31^st March 2022. Profit from

Operating Activities for the year 31^st March 2023 was Rs. 166.45 Lakhs as compared to Rs. 187.98 Lakhs for the year ended as on 31^st March 2022.

Your Company continued its focus on improvements in margins by allocating optimum recourses through cost reduction and change in product mix at manufacturing level. The Operational margins, however, remained under pressure. Your company continued its efforts to reduce Cost of Working Capital and to utilize the savings in the best manner.

7. Human resource development

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

The Company had total 36 employees as on 31^st March, 2023.

8. Export House Status:

Your Company enjoys the status of "One Star Export House"

9. Business Outlook/ Future Projects

Your company is making continues endeavour to enter into new area of market. The high standard and development will ensure cost reduction, cost control and new product mix which preliminary affect the bottom line of the company.

10. Directors'' responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for FY 2022-23, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY 2022-23 and of the profit of the Company for that period;

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

iv. t hey have prepared the annual accounts on a going concern basis;

v. t hey have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

11. Directors and key managerial personnel

The Board opines that the independent directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency). Necessary details regarding the appointment and reappointment as required under the Companies Act, 2013 and Listing Regulations, 2015 are given in the notice of 30^th Annual General Meeting. The aforesaid appointments are subject to approval of shareholders at the Annual General Meeting.

Shri Uma Shankar Bhartia (DIN: 00063091) who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his reappointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There

has been no change in the circumstances affecting their status as independent directors of the Company.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

1. Mr. Ravi Prakash Goyal (Whole Time Director),

2. Mr. Manoj Gohil (Chief Financial Officer),

3. Mr. Ankit Kumar Vageriya (Company Secretary and compliance officer) .

12. Profile of The Directors Seeking Appointment / Reappointment:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following Directors are liable to retire by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 30^th Annual General Meeting. Following directors are liable to retire/ reappoint in ensuing Annual General Meeting.

1. Shri Uma Shankar Bhartia (DIN:00063091 Non-Executive Non-Independent Director)

15. Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

16. Managerial Remuneration:

Disclosures of the ratio of Remuneration of each director to the median employee''s remuneration and other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of the Company are given in Form MGT 9 available at the websites of the company at www. polylinkpolymers.com .

17. Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Policy may be referred to at the Company''s website at (www.polvlinkpolvmers.com).

19. Audit committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. As on 31^th march 2023, the committee comprises of following members:

board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

18. Policy on directors'' appointment and remuneration and other details.

1. Shri Krishna Murari Lal (Chairman)

2. Shri Uma Shankar Bhartia

3. Shri Keerthinarayan Hemmige

4. Mrs. Jyoti Shastri

20. Statutory Auditors

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 M/s K N Gutgutia & Co. Chartered Accountant, New Delhi having Registration No. 304153E were appointed by the Shareholders of the Company at their 29^th Annual General Meeting held on 30^th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of 33^rd Annual General Meeting at Remuneration as to be decided by the Board of Directors in consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

I n terms of the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7^th May 2018 read with The Companies (Audit and Auditors) 2^nd Amendment Rules, 2018 alongwith its corrigendum dated 17^th May, 2018 deleted rules and provisions relating to annual ratification of the appointment of auditor. Now onwards during a single term of 5 years, there is no required to ratify the appointment of statutory auditor every year. They will be continuing as statutory auditors of the company till the Conclusion of 33^rd Annual General Meeting to be held in the calendar year 2027.

21. Secretarial Auditor

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashish Shah, proprietor of A G Shah & Associates, Company Secretary in Practice, Ahmedabad was appointed by the Board of Directors to conduct the audit of the secretarial records of the company for the year ended 2022-23.

22. Auditor''s report and Secretarial audit report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Ashish Shah, proprietor of A G Shah Associates, Company Secretary in Practice, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of the secretarial records of the company for the year ended 2022-23. The report of the Secretarial Auditor for the F Y 2022-23 is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

2. Secretarial Compliance Report

In terms of SEBI (LODR) 2015 the company have appointed Mr. Ashish Shah, proprietor of A G Shah Associates, Company Secretary in Practice, Ahmedabad to issue a compliance report in respect of compliance of various rules, notices, circulars, notification etc. issued by BSE SEBI from time to time.

During the year company have complied all the circulars, notices, notification issued under various SEBI Act and Regulations, which are applicable for the company. Further the Secretarial Compliance Report disclosed about 1 day penalty charges to paid to Stock Exchange for late filing of Disclosure of related party transaction in terms of Regulation 23(9) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 apart as above the report is self- explanatory and do not call for any further comments.

3. Internal Audit & Controls

The Company appointed M/s M L Garg and Co. Chartered Accountants, new Delhi, as its Internal Auditor of the company for the financial year 2022-23. During the year, the Company implement their suggestions and recommendations to improve the control environment. Pursuant to provision of section 138 of the Companies Act, 2013, the Audit Committee of the Board of Directors in consultation with the internal Auditor formulates the scope, functioning, periodicity and methodologies for conducting the Internal Audit subject to terms and conditions as decided by the Audit Committee.

23. Risk management

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The objective of Risk Management at PPIL is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprisewide risk management framework is applied so that effective management of risks is an integral part of every employee''s job. The Company is manufacturing various Compound of Power Cable, Telephone Cable and Engineering Plastics. Its presence in these segments exposes it to various risks which are explained below.

Risk of Competition and Price Pressure

The risk of competition from existing players as well as from new entrants remains high. However, the Company''s strength

in the market place, coupled with its continuous thrust on improving quality of its products and offering newer products in the Masterbatch segment. The Company supplies Various Compound both on National and International Market. Both Markets have their own nuances in terms of customer expectations, competition and pricing. However, the company is well focused on increasing its share in all segments through sound marketing strategy and a balanced approach.

Risk of fluctuations in prices of key inputs

Prices of the key ingredients used in the products manufactured and marketed by the Company remain volatile due to several market factors, including changes in government policies and fluctuations in the foreign exchange rates and the Speculators. However, the Company keeps a close watch on the prices, wherever feasible, to minimize the risk of fluctuations in the input prices.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The Company has limited currency exposure in case of sales, purchases and other expenses. It has natural hedge to some extent. However, beyond the natural hedge, the risk can be measured through the net open position i.e. the difference between un-hedged outstanding receipt and payments.

24. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.

I n staying true to our values of Strength, Performance and Passion and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns an Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

25. Particulars of loans, guarantees and investments

During the year under review, the Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

26. Transactions with related parties

All related party transactions that were entered between the related parties during the FY 2022-23 were on arm''s length basis and were in the ordinary course of the business and comply the Related Party Transaction Policy of the Company. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

27. Corporate Social Responsibility

Corporate Social Responsibility spending not to be applicable to the Company for the FY 2022-23 as the turnover/net worth is below the threshold limit.

28. Extract of Annual Return

The extract of Annual Return in Form MGT 9 as required under Section 92 (2) of the act, (as amended) read with Rule12 of the Companies (Management and Administration) Rules 2014 (as amended) is available at the website of the Company at www.polvlinkpolvmers.com under Investor Relation section.

29. Secretarial Standards

During the under review, the Company has complied with the applicable Secretarial Standards issued by the ICSI.

30. Particulars of employees

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Employee throughout the Year: Nil Employee for part of the year: Nil

31. Material changes and commitments affecting the financial position of the Company:

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

32. Prevention Of Insider Trading:

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopted a Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure of Unpublished Price Sensitive Information alongwith Policy for Legitimate purpose with a view to regulate trading insecurities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors, Insiders, Key Managerial Personnel and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

33. Subsidiary Companies:

The Company does not have any subsidiary Company.

34. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Independent Directors'' Meeting and Familiarization Programme:

In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 9^th November 2022, in absence of NonIndependent Directors and members of the Management. The Meeting was held inter-alia, with a view to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and to assess the quality, quantity and timeliness of flow of information between the company''s management and the Board. The details of Independent Directors'' Meeting and familiarization program are stated in the Corporate Governance Report available at Company''s website under Investor Relation section.

36. Adequacy Of Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. Periodic audit is undertaken on continuous basis covering all the major

operations. Reports of the Internal Auditors are reviewed by the management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. During the year, such control was tested and no reportable material weaknesses were observed in the design or operation. The Internal financial control with reference to financial statement as designed and implemented by the company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency of such control.

37. Internal Control System And Their Adequacy

The Internal Control System provides for well documented policies/guidelines, authorization and approval procedures. Considering the nature of its business and size of operation, your company through its internal auditor carried out periodic audit based on the plan approved by the audit committee. The Remarks of the Internal Audit, if any and the action taken report along with the status of the implementation are reported to the Audit Committee. The above recommendation is reviewed by the Audit Committee on a regular basis and require action are initiated to strengthen the control and effectiveness of the system. Concerns, if any, reported to the board.

38. Policies As Per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies currently which are available on the portal of the company (www. polvlinkpolvmers.com).

Policy for	https://www.polylinkpolymers.com/
Preservation of	policy/Document-Preservation-Policy.pdf
Documents.
Whistle Blower	https://www.polylinkpolymers.com/
Policy.	policy/whistle-Bowler-PolicyVigil-
	mechenism.pdf
Policy on	https://www.polylinkpolymers.com/
Performance	policy/Performance-evaluation-policy.
Evaluation.	pdf
Policy on Risk	https://www.polylinkpolymers.com/
Management.	policy/PPIl-Risk-management-Policy.pdf
Policy for	https://www.polylinkpolymers.com/
Determination	policy/Determination-of-material-event-
and Disclosure of Material Events.	policy-Final.pdf
Code of	https://www.polylinkpolymers.com/
Conduct	policy/Code-of-Conduct-for-Director-
for Director	and-Senior-Management-Personnel.pdf
and Senior Management Personnel

Code Of	https://www.polylinkpolymers.
Practices and	com/policy/CODE-OF-PRACTICES-&-
Procedures for	PROCEDURES-FOR-FAIR-DISCLOSURE-
Fair Disclosure	OF-UNPUBLISHED-PRICE-SENSITIVE-
of Unpublished Price Sensitive Information	INFORMATION.pdf
Nomination	https://www.polylinkpolymers.com/
and	policy/Nomination-and-Remuneration-
Remuneration policy	policy.pdf
Policy on	https://www.polylinkpolymers.com/
Archival of Documents.	policy/archival-policy.pdf
Dealing with	https://www.polylinkpolymers.com/
Related Party/	policy/related-party-policy.pdf
ies
Policy on	https://www.polylinkpolymers.com/
Determination	policy/Determination-of-material-event-
of Material Event	policy-Final.pdf
Internal	https://www.polylinkpolymers.com/
financial	policy/Internal-Financial-Control-Policy-
control policy	Final.pdf
Terms and	https://www.polylinkpolymers.com/
condition of	policy/Terms-to-appoint-Independent-
appointment of Independent Directors	Directior.pdf
Policy on	https://www.polylinkpolymers.com/
Sexual	policy/Policy-on-Sexual-harrasment.pdf
harassment of Women at Workplace.
Code of Insider	https://www.polylinkpolymers.com/
Trading.	policy/PPIL-Insider-trading-code.pdf

39. Green Initiative

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders. Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.

40. Health Safety and Environment

The Company obtained the necessary approval/Licenses from concerned Government Department/Pollution Control Board and related environment clearance safety clearance. The company continues to focus on maintenance and performance improvement of related pollution control facility at its manufacturing locations.

41. Business Responsibility Report

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 is not applicable on company for the financial year ending March 31,2023.

42. Management Discussion And Analysis Report The management discussion and analysis report on the operations of the Company for the FY 2022-23 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately in this report.

43. Code Of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www. polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the

reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

44. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. No issue of equity shares with differential right as to dividend, voting or otherwise.

2. There is no Employees'' Stock Option Scheme (ESOS).

3. No significant or material orders were passed by the Regulation or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. The Company has not issued any Sweat Equity Shares.

45. Acknowledgements

The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Company.

By Order of the Board of Directors For, Polylink Polymers (India) Limited

Ravi Prakash Goyal

Place: Ahmedabad Whole Time Director

Date: 8^th August, 2023 DIN : 00040570

Reg. Office:

Block No.: 229-230, Village: Valthera

Taluka: Dholka, Distt. Ahmedabad Gujarat -382225

CIN No. L17299GJ1993PLC032905

Tel. Fax: [phone]

Mail Id: [e-mail]

Website: www.polylinkpolymers.com

---

Mar 31, 2018

To,

Dear Members,

The Directors are pleased to present the 25th Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

The Company has adopted the Indian Accounting Standards (“IND AS”) w.e.f. 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, results for the year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act,2013. Previous periods figures have been restated as per Ind AS to make them comparable. The summarized financial highlight is depicted below.

FINANCIAL RESULTS: Rs. In lakhs

PARTICULARS	YEAR ENDED	YEAR ENDED
	2017-18	2016-17
Revenue from Operations (including Excise Duty on sales up to 30.06.2017)	3503.64	3453.83
Other Income	67.55	87.19
Total Revenue	3571.19	3541.02
Total Expenses	3346.46	3367.47
Profit Before Interest, Depreciation and exception items	348.91	279.49
Finance Charges	34.27	30.97
Gross Profit	314.64	248.52
Provision for Depreciation	89.91	74.97
Net Profit Before Tax	224.73	173.55
Provision for Tax	75.99	59.36
Net Profit After Tax	148.74	114.19
Other Comprehensive Income (net of Tax)	2.52	2.77
Total Comprehensive Income	151.26	116.96

REVIEW OF OPERATION

The company has produced 7337 MT of various Grades of Compounds during the year as against the Production of 7996MT for the year 31st March 2017. Turnover for the year under review was 3503.64 lakhs as compared to Rs. 3453.83 lakhs for the year ended as on 31st March 2017. Profit from Operating Activities for the year for the year 31st March 2018 was Rs. 224.73Lakhs as compared to Rs. 173.55 Lakhs for the year ended as on 31st March 2017.

Due to Scarcity of foreign Currency in African Countries the Export could not stabilize and were Down by 36% which have compensated by increase in Domestic Market. your management expect that it will redevelop and stabilize the African Export market only after the availability of Currency in those countries.Your Management is also trying to expand its Export Market in other Countries.

As reported earlier about our New Product (Black and Colour Master Batch) is already approved by the existing parties and they have already started to place the orders which have a positive trend towards the growth of the company. During the year under review, your Company continued its focus on improvements in margins by allocating optimum resources through cost reduction at manufacturing level. The Operational margins, however, remained under pressure. Your company continued its efforts to reduce Cost of Working Capital and to utilize the savings in the best manner.

INDUSTRY OVERVIEW :

The Indian polymer Compound industry is highly fragmented with a large number of producers. The market for Compounds, cables and wires is mainly dominated by the unorganized sector controlling about 70% of the domestic demand. However, after demonetization, the situation is changing. With the slew of advertising and the publicity campaigns targeted at this segment, companies are getting more and more aware about the quality of products in this category too and making queries before deciding to purchase.

DIVIDEND

In view of the inadequate profit, no dividend has been recommended by the Board for the year 2017-18.

BUSINESS OUTLOOK

India witnesses substantial regional diversity in consumption of plastics with Western India accounting for 47%, Northern India for 23% and Southern India for 21%. Polymer demand is expected to grow by 8-10% with healthy growth in industries such as clothing, automobiles, Life Styles and more. In 2017, by volume polymer market in India is estimated at 12758.5 MT and is expected to grow with a CAGR of 11.1% during the forecast period i.e. 2018-2023.

GOING CONCERN STATUS

During the year under review, there were no significant or material orders passed by any regulators or court or tribunal, which can impact the going concern status of the company and /or its future operations.

SHARE CAPITAL

There was no change in the share Capital of the Company during the year under report.

INSURANCE

Your company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152(6) of the Act and in terms of Articles of Association of the Company, Ms. Pragya Bhartia Barwale Director of the Company having DIN 02109262 is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer herself for Reappointment. The Board recommends their reappointment.

2. INDEPENDENT DIRECTORS:

Each of the Independent Directors have furnished their declarations of independence, as required pursuant to the provisions of section 149(6) of the Act, for the financial year 2017-18 stating that he\she meet, the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

3. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 204 of the companies act, 2013 Following persons holds the post as Key Managerial Personnel:

1. Mr. R.P. Goyal (Whole Time Director)

2. Mr. Manoj Gohil (Chief Financial Officer)

3. Mr. Ankit Vageriya (Company Secretary and compliance officer)

4. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 25th Annual General Meeting.

5. POLICY ON NOMINATION AND REMUNERATION:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Policy may be referred to at the Company’s website at (www.polylinkpolymers.com).

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, statement of particulars of employees is annexed as Annexure IV in the Extract of Annual Return. Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Employee throughout the Year : Nil

Employee for part of the year : Nil

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Four Board Meetings and Four Audit Committee Meetings were convened and 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

MANAGERIAL REMUNERATION:

Disclosures of the ratio of Remuneration of each director to the median employee’s remuneration and other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of the Company are given in Form MGT 9 forming part of this report.

AUDITORS:

AUDIT OBSERVATIONS:

Auditors’ observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

i) Statutory Auditors:

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 M/s M.L. Garg & Co., Chartered Accountant, New Delhi having Registration No. 001604N were appointed by the Shareholders of the Company at their 25th Annual General Meeting on 29th September, 2017 from the Conclusion of that Annual General Meeting till the Conclusion of 29th annual General Meeting subject to ratification by every year at AGM at Remuneration as to be decided by the Board of Directors in consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

Pursuant to The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 read with The Companies (Audit and Auditors) 2nd Amendment Rules, 2018 alongwith its corrigendum dated 17th May, 2018 delete rules and provisions relating to annual ratification of the appointment of auditor. Now during a single term of 5 years, there are no requirement for ratification of the appointment of auditor.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashish Shah, Company Secretary in Practice has been appointed by the Board of Directors to conduct the audit of the secretarial records of the company for the year ended 2017-18.

AUDITORS’ REPORT

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. Ashish Shah, Company Secretary in Practice, Ahmedabad has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VIII to this report. The report is self-explanatory and do not call for any further comments.

2. Internal Audit & Controls

The Company continues to engage MBR & Co., Chartered Accountants, New Delhi as its Internal Auditor for the _Financial year 2017-18. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Pursuant to provision of section 138 of the Companies act, 2013 The Audit Committee of the Board of Directors in consultation with the internal Auditor formulates the scope, functioning, periodicity and methodologies for conducting the Internal Audit subject to terms and conditions as decided by the Audit Committee.

However Due to expressed unwillingness to Continue as Internal Auditor by the existing Internal Auditor, your Company has appointed M/s K N Gutgutia and Co. Chartered Accountants, New Delhi as Internal Auditor for the year 2018-19 as per the terms and Condition decided by the Audit Committee, Board of Directors with Consultation of the said firm of Chartered Accountant.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business and comply the Policy of the Company. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company.

BOARD EVALUATION

In Terms of provision of Companies act, 2013 the board has devised a policy on evaluation of performance of board of Directors, Committees, and Individual Directors. The Policy is also in Compliance to Regulation 19 read with schedule II, part D of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of the Board of Directors as well as their committees and individual directors.

Pursuant to provisions of the Companies act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 the board had carried out a formal annual evaluation of its performance and that’s of its committees and individual Directors. The evaluation of each of the Directors was done, inter alia on the basis of their role and contribution in the decision making. Further the Evaluation of the Board as a whole and all the committees of the Directors was done, on the basis of overall directions and guidance provided to the senior executives and supervisions over their performance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Bowler Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns an Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

INDEPENDENT DIRECTORS’ MEETING AND FAMILIARIZATION PROGRAMME:

The details of Independent Directors’ Meeting and familiarization program are stated in the Corporate Governance Report.

ADEQUECY OF INTERNAL FINACIAL CONTROL

The Company has in place adequate internal financial control with reference to financial statements. periodic audit is undertaken on continuous basis covering all the major operations. Reports of the Internal Auditors are reviewed by the management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. During the year, such control was tested and no reportable material weaknesses were observed in the design or operation.

The Internal financial control with reference to financial statement as designed and implemented by the company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency of such control.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Internal Control System provides for well documented policies/guidelines, authorisation and approval procedures. Considering the nature of its business and size of operation, your company through its internal auditor carried out periodic audit based on the plan approved by the audit committee.

The Summary of the Internal Audit observation and the status of the implementation are submitted to the Audit Committee. The status of implementation of the recommendation is reviewed by the Audit Committee on a regular basis and desired action are initiated to strengthen the control and effectiveness of the system. concerns, if any, reported to the board.

POLICIES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are available on the portal of the company (www.polylinkpolymers.com) the Company has adopted the following policies currently:

- Policy for Preservation of Documents.

- Policy for Determination and Disclosure of Material Events.

- Policy on Remuneration of Directors and Key Managerial personal

- Archival Policy.

- Policy on Material Related Party Transactions.

- Internal financial control policy

GREEN INITIATIVE

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders. Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.

HEALTH SAFETY AND ENVIRONMENT

Your company recognizes the protection and management of environments as one of the highest priorities and every effort is made to conserve and protect the environment. During the year, your company continued its focus in creating as aesthetic, environment friendly, Industrial habitant in its factory units, mobilizing support generating interest among staff and labors for maintaining hygienic and green surroundings.

The Company obtained the necessary approval/Licenses from concerned Government Department/Pollution Control Board and related environment clearance safety clearance.

The company continues to focus on maintenance and performance improvement of related pollution control facility at its manufacturing locations.

BUSINESS RESPONSIBILITY REPORT

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 is not applicable to your company for the financial year ending March 31, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report on the operations of the Company as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately in this report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state and confirm that:

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

b) Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended as on date;

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

d) the annual financial statements are prepared on a going concern basis;

e) Proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

APPRECIATION

Your Directors wish to acknowledge the co-operation and assistance extended to the company by the Company’s Banker and state and Central Government agencies. Your directors also acknowledge with gratitude the support of the shareholders customers, dealers, agents and suppliers for their continued faith and support in the company and its management.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. The Company has not accepted any deposits from the public.

2. No issue of equity shares with differential right as to dividend, voting or otherwise.

3. There is no Employees’ Stock Option Scheme (ESOS).

4. No significant or material orders were passed by the Regulation or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. The Company has not issued any Sweat Equity Shares.

6. Corporate Social Responsibility spending not to be applicable to the Company as the turnover/net worth is below the threshold limit.

By Order of the Board of Directors

For, Polylink Polymers (India) Limited

Place: Noida U.S. Bhartia

Date: 13th August 2018 Chairman

DIN: 00063091

Reg. Office :

Block No. : 229-230, Village: Valthera

Taluka: Dholka, Distt. Ahmedabad

Gujarat -387810

CIN No. L17299GJ1993PLC032905

Tel. Fax : [phone]

Mail Id : [e-mail]

website : www.polylinkpolymers.com

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you 22nd Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS:

SUMMARY OF THE FINANCIAL RESULT FOR 2014-15

S.NO PARTICULARS YEAR ENDED YEAR ENDED 2014-15 2013-14

1 Gross Income 3773.72 3610.06

2 Profit Before Interest and 344.27 368.86 Depreciation 3 Finance Charges 103.12 119.18

4 Gross Profit 241.15 249.68

5 Provision for Depreciation 140.10 141.26

6 Net Profit Before Tax 101.05 108.42

7 Provision for Tax 52.26 (48.84)

8 Exceptional item 10.3 44.47

9 Net Profit After Tax 38.49 104.06

DIVIDEND

In view of carry forward losses, no dividend has been recommended by the Board.

REVIEW OF OPERATION

During the year under review the company produced 7752 MT of various Grades of Compounds as against the Production of 7639 MT for the year 31st March 2014. Turnover for the year under review was 3773.72 lacs (Net of excise duty) as compared to Rs. 3610.06 lacs (net of excise duty for the year ended as on 31st March 2014. Profit from Operating Activates for the year for the year 31st March 2015 was Rs.90.75 as compared to Rs. 152.89 Lacs for the year ended as on 31st March 2014.

Present Company is using its full Capacity for Filler Products, The Company has also ordered one more Machine (to be imported), to Increase its Production Capacity and the estimate cost the Machine is appx. Rs. 60 Lacs.

During the Year Company also initiated the trial run Production of Colored Mastered Batches on trail Basis for better market and better margin and on Success of its trail run the Product range of your company will increase and it will provide a good platform to us in the . The Company is also trying to expand its overseas Market.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. U.S.Bhartia Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends his reappointment.

2. INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

3. APPOINTMENT OF ADDITIONAL DIRECTOR:

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Ms. Pragya Bhartia Barwale as Additional Cum Non Executive Woman Director from 30.03.2015 subject to approval of the Members at the ensuing Annual General Meeting.

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Mr. K. L. Garg as Additional Cum Independent Director from 10.06.2015 subject to approval of the Members at the ensuing Annual General Meeting

4. KEY MANAGERIAL PERSONNEL:

The following persons were designated as Key Managerial Personnel:

1. Mr. R.P.Goyal (Whole Time Director)

2. Mr. Manoj Gohil (CFO)

3. Mr. Ankit Vageriya (Company Secretary)

5. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 22nd Annual General Meeting.

Pursuant to Section 203 of the companies Act, 2013, your Company holds Shri R.P.Goyal as CEO, Shri Manoj Gohil as CFO and Shri Ankit Vageriya as Company Secretary.

6. 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 & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

7. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and available on Company's Website.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV in the Extract of Annual Return.

Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provision contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and remuneration of Managerial Personnel.

Employee throughout the Year : Nil Employee for part of the year : Nil

SHARE CAPITAL

Paid up Equity Share Capital of the Company was 11.05 Crores. During the year under review the Company has not issue any Shares or any convertible Instruments.

ECONOMIC SCENARIO AND OUTLOOK

The Plastic Market is growing about 10 to 15% and the Compound demand is also increase the same level. Due to the down fall in the Crude Oil Prices and Polymers Prices are not stable which affect the Margin and constraint working. We hope that the Price will be stable in near future.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Four Board Meetings and Four Audit Committee Meetings were convened and 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. AUDITORS:

AUDIT OBSERVATIONS:

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

AUDITORS:

i) Statutory Auditors :

The appointment of Auditors, M/s K.N.Gutgutia & Associates, Chartered Accountants, New Delhi is being ratified at this Annual General Meeting

ii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Shri Ashwin Shah, Practicing Company Secretary, Ahmedabad has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

2. Internal Audit & Controls

The Company continues to engage MBR & Co., Chartered Accountant, New Delhi as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Bowler Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns An Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Independent Directors Meeting Cum Familiarization Programme:

At the time of appointment of Independent Director, a formal letter of appointment is given to him which inter alia explains the roles, functions, duties and responsibilities expected from him as a Director of the Company. A Director is also explained in detail the compliances required under the Companies Act, 2013 ["Act"] and Rules made thereunder, clause 49 of the Listing Agreement and other relevant regulations and his affirmation is taken with respect to the same.

At a separate meeting of the Independent Directors, a presentation was made on the brief details about the Company, nature of the industry in which Company operates, its business model apart from roles and Responsibilities of Independent Directors.

Performance Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own Performance, individual Directors, Key Managerial Personnel, its Committees, including the Chairman of the Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. Performance of individual Directors and the Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. The Directors expressed their satisfaction with the evaluation process.

Independent Directors Meeting :

During the year under review, a separate meeting of Independent Directors was held on 12th February, 2015, inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors,

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonable perform its duties.

All the Independent Directors were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state and confirm that:

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

b) Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended as ob date;

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

d) the annual financial statements are prepared on a going concern basis;

e) Proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. The Company has not accepted any deposits from public.

2. No issue of equity shares with differential right as to dividend, voting or otherwise.

3. There is no employees' Stock options Scheme (ESOS).

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. The Company has not issued any sweat equity shares.

6. CSR Policy is not applicable as pursuant to Section 135 of the Companies Act, 2013.

By Order of the Board of Directors For, Polylink Polymers (India) Limited

U.S.Bhartia Place : Noida Chairman Date : 11.8.2015 DIN : 00063091

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting this 21st Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2014.

FINANCIAL REVIEW (Rs. In lacs)

Particulars Year Ended Year Ended 31st March, 31st March, 2014 2013

Sales / Income from operations 3727.78 3376.98

Excise Duty 187.81 170.87

Net Sales 3539.97 3206.11

Misc Income on sale of Fixed Assets 70.09 65.54

Total Expenditure 3241.20 2939.71

Profit before Interest and Depreciation 368.86 331.94

Interest 119.18 139.68

Gross Profit / (Loss) 249.68 192.26

Depreciation 141.26 172.41

Profit Before Tax 108.42 19.85

Total Tax expenses (MAT, Credit Entitlement and Deferred Tax Credit) (48.84) (40.37)

Exceptional Item (44.47) (118.15)

Profit / (Loss) 104.06 97.63

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

REVIEW OF OPERATION

During the year under review the company produced 7639 MT of various grades of compounds as against the production of 7343 MT for the year ended 31st March 2013. Turnover for the year under review was Rs. 3610.06 lacs (net of excise duty) compared to Rs. 3271.65 lacs (net of excise duty) for year ended 31st March 2013. Profit/ (loss) for the year ended on 31st March 2014 was 104.06 Lacs compared to Rs 97.63 Lacs for the year ended 31st March 2013.

The Performance remain flat as compared with the previous year, however, company is under process to introduce new value added product to improve its performance. The Company is exploring new overseas Customers.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri U.S.Bhartia Director of the company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Pursuant to Section 149 of the Companies Act, 2013, your directors are seeking appointments of Shri J.S.Baijal and Shri K.M.Lal, as Independent Directors of the Company for a term of 5 years. Mr. Ajay Bhargava, Independent Director of the Company, ceased to be a Director with effect from 25th July 2014.

Pursuant to Section 203 of the Companies act, 2013, Your Board of Directors has appointed Shri Manoj Gohil as Chief Financial Officer of the Company, shri R.P. Goyal as CEO and Shri Ankit Vageriya as Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, ( New Section 134 (3) (c) with respect to directors'' responsibility statement based up to the management certification, it is hereby confirmed:

* that in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

* that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were 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 period and of the profit and loss of the company for the that period under review;

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

* that the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate that they are eligible for such re-appointment under section 139 of the Companies Act, 2013. Your Board Request to the Members to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of Twenty Forth Annual General Meeting and to fix their remuneration.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors of your Company has renamed and reconstituted its existing Share Transfer cum investor grievance committee As " Stakeholder Relationship Committee'' and have also revised its terms of reference to make it in line with the requirements of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement. At present, the '' Investor Grievance Committee '' comprised of Shri U.S. Bhartia Chairman, Shri R.P. Goyal, Shri J.S. Baijal and Shri K.M. Lal as members of the Committee.

This Committee is entrusted to resolve the Grievance of Security holder of the Company

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of your Company has renamed and reconstituted its existing ''Remuneration Committee'' as ''Nomination and Remuneration Committee'' and have also revised its terms of reference to make it in line with the requirements of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement. At present, the ''Nomination and Remuneration Committee'' comprised of Shri J.S. Baijal Chairman, Shri U.S. Bhartia, and Shri K.M. Lal as members of the Committee.

This Committee is entrusted with the power and responsibility by the Board of identifying and recommending to the Board appointment & removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to formulate and monitor their Remuneration Policy. Company Secretary of the Company acts as Secretary to all these Committees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2014-15

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure

MANAGEMENT DISCUSSION AND ANALYSIS

The information as required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 08.08.2014 U. S. BHARTIA Place : Noida CHAIRMAN

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Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 20th Annual Report and Audited Financial Statement for the year ended on 31st March 2013.

FINANCIAL RESULTS (Rs. In lacs)

Year Ended Year Ended Particulars 31st March,2013 31st March,2012

Sales / Income from operations 3376.98 3129.50

Excise Duty 170.87 179.17

Net Sales 3206.11 2950.33

Misc Income on sale of Fixed Assets 65.54 100.14

Total Expenditure 2939.71 2766.74

Profit before Interest and Depreciation 331.94 283.73

Interest 139.68 167.26

Gross Profit / (Loss) 192.26 116.47

Depreciation 172.41 167.22

Profit Before Tax 19.85 (50.75)

Differed Tax Credit/ (Charge) (40.37) 465.50

Exceptional Item (118.15) 0

Profit / (Loss) 97.63 414.75



DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS & REVIEW

During the year under review the company produced 7343 MT of various grades of compounds as against the production of 6274 MT for the year ended on 31st March 2012. Turnover for the year under review was Rs. 3271.65 lacs (net of excise duty) compared to Rs. 3050.47 lacs (net of excise duty) for year ended 31st March 2012 (net of excise duty). Profit / (loss) for the year ended on 31st March 2013 was Rs97.63 Lacs compared to Rs. 414.75 Lacs for the year ended 31st March 2012.the Company has created a Provision of 40.37 lacs as Deferred Tax Charge in the Year 2012-13.

The Performance remain flat compare with the previous year however company is under process to introduces new value added Product to improve the performance.

DIRECTORS

Shri J.S. Baijal Director and Shri Ajay Bhargava, Director of the company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

REVIVAL SCHEME UNDER SICA

As Inform Last Year, the Company was registered with BIFR under SICA. However the Company was having Positive net worth as per the Annual Accounts on year 2012-13. The Company approached hon''ble BIFR and got discharged from Purview of SICA on 19th March 2013. Other Remaining benefit of the Scheme will be continued as per order.

All Statutory Dues has been paid regularly and there is not any overdue for at the year end March 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors'' responsibility statement based up to the management certification, it is hereby confirmed:

a. That in the preparation of the accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

b. That the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were 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 period and of the profit and loss of the company for the that period under review;

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

d. That the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (1B) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

COST AUDITORS

As per the requirement of Central Government and Pursuant to Section 233B of the Companies act, 1956 the audit of the Cost accounts related to "polymers Product" are required to carried out every year from 2012-13.

The Company has appointed Shri Ramawatar Sunar as Cost Auditor having Membership No.10567, New Delhi to conduct the audit of Cost accounts of the Company for the Year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure – I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2013-14

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure – II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure – III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date: 14th May 2013 U. S. BHARTIA

Place : Noida CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report and Audited Financial Statement for the year ended on 31st March 2012.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year Ended Year Ended 31st March, 2012 31st March, 2011

Sales / Income from operations 3129.50 3534.09

Excise Duty 179.17 221.16

Net Sales 2950.33 3312.93

Misc Income 100.14 39.14

Total Expenditure 2766.73 3063.96

Profit before Interest and Depreciation 283.74 288.11

Interest 167.26 168.68

Gross Profit / (Loss) 116.47 119.43

Depreciation 167.22 184.91

Profit Before Tax (50.75) (65.48)

Deffered Tax Credit 465.50 0

Profit / (Loss) 414.75 (65.48)

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS 8i REVIEW

During the year under review the company produced 6274 MT of various grades of compounds as against the production of 7085 MT for the year ended on 31st March 2011. Turnover for the year under review was Rs. 3050.47 lacs (net of excise duty) compared to Rs. 3352.07 lacs (net of excise duty) for year ended 31st March 2011 (net of excise duty).Profit/ (loss) for the year ended on 31st March 2012 was Rs 414.75 compared to Rs. (65.48) for the year ended 31st March 2011.the Company has created a Provision of 465.50 Lacs as Deferred Tax Credit in the Year 2011-12.

The Performance remain same as per last year however company is under process to introduces new value added Product to improve the performance.

DIRECTORS

Shri U.S. Bhartia Chairman and Shri K.M. Lai Director of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

REVIVAL SCHEME UNDER SICA

As reported earlier, Pursuant to requirement of SICA, the company in the year 2009 filed a reference with BIFR to declare for company as a Sick Company and IDBI was appointed as the operating agency to prepare the revival scheme. BIFR has on 12.05.2011 passed an order and approved the Rehabilitation Scheme.

All Statutory Dues has been paid Regularly and there is not any overdue for at the year ended 31st March 2012

The company acknowledges the co-operation extended by Banks and Institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors' responsibility statement based up to the management certification, it is hereby confirmed:

a. that in the preparation of the accounts for the financial period ended 31st March, 2012; the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

b. that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were 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 period and of the profit and loss of the company for the that period under review;

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

d. that the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (IB) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

COST AUDITORS

As per the requirement of Central Government and Pursuant to Section 233B of the Companies act, 1956 the audit of the Cost accounts related to "polymers Product" are required to carried out every year from 2012-13.

The Company has appointed Shri Ramawatar Sunar as Cost Auditor having Membership No.10567, New Delhi to conduct the audit of Cost accounts of the Company for the Year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2012-13

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 11th August 2012 U. S. BHARTIA

Place ; Noida CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report and Audited Statement of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS (Rs. In lacs)

Year Ended Period Ended

Particulars 31.03.2010 31.03.2009

Sales / Income from operations 3387.86 5668.66

Excise Duty 193.25 517.40

Net Sales 3194.61 5151.26

Misc Income 31.01 86.47

Total Expenditure 2979.42 5082.06

Profit before Interest and Depreciation 246.20 155.67

Interest 150.46 276.74

Gross Profit / (Loss) 95.74 (121.07)

Depreciation 189.64 181.32

Exceptional Item 22.13 72.30

Prior Period Expenses (243.42) 154.18

Profit / (Loss) 127.39 (528.87)

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS & REVIEW

During the year under review the company has produced 7303 MT of various grade of compound as against the production of 7726 MT for the year ended on 31st March 2009. Turnover for the year under review was 3194.62 lacs (net of excise duty) compared to 5151.26 lacs (net of excise duty) for year ended 31s1 March 2009 (net of excise duty).

During this year increase in raw materials prices that mainly depend on petroleum prices and frequent fluctuations affected the profitability. Since the compound for LT & HT cables being manufactured by us are import substitute, the company has to face competition from the national & international manufacturers, some of them dump the materials at very low rates.

Government policies of import and export have affected the procurement as well as prices of the products. The company has face stiff competition in XLPE compound during the year, since the new manufacturing facility has been installed.

DIRECTORS

Shri U.S. Bhartia and Shri K.M.Lai Directors of the company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

PROGRESS WITH BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)

As the entire net worth of the company is eroded and therefore a reference was filed with BIFR and it has declared the company as a Sick Industrial company in terms of section - 3 (1) (o) of Sick industrial companies (special provision) Act, 1985.

IDBI was appointed as OA with a direction to prepare a revival scheme for the company. The Draft Rehabilitation Scheme has been prepared by OA which inter alia includes (i) sale of surplus assets (ii) funding by the promoters (iii) reduction of share capital and (iv) waiver of overdue interest by bank and financial institutions, which will result wiping off the losses, net worth of the company becoming positive and company becoming debt free in due course as per the Draft Rehabilitation Scheme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors responsibility statement based upto the management certification, it is hereby confirmed :

(i) that in the preparation of the accounts for the financial period ended 31s1 March, 2009, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

(ii) that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were 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 period and of the profit and loss of the company for the that period under review;

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

(iv) That the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (1B) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e.) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2010-11

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditors is give in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 12th May 2010 U. S. BHARTIA

Place : Noida CHAIRMAN