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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Polyplex Corporation Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty-ninth Annual Report together with Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

Financial Highlights and Operations

During the year under review working results of the Company were as under:

a) Standalone Working Results:

(I in Lakh)
Particulars	2023-24	2022-23
Total Income (Revenue from operations and other income)	1,45,131	1,90,503
Profit before Finance Cost, Depreciation and Amortization, Tax and Exceptional Item	3,585	37,012
Less: Finance Costs	338	71
Less: Depreciation and Amortization	4,605	4,792
Profit before Tax and Exceptional Item	(1,358)	32,149
Add: Exceptional Item - Gain/ (Loss)	-	-
Profit before Tax but after Exceptional Item	(1,358)	32,149
Less: Tax expense and prior period adjustment	(453)	2,686
Profit after Tax (PAT)	(905)	29,463
Other Comprehensive Income	(74)	53
Total Comprehensive Income for the period	(979)	29,516
b) Consolidated Working Results:
		(I in Lakh)
Particulars	2023-24	2022-23
Total Income (Revenue from operations and other income)	6,36,713	7,74,746
Profit before Finance Cost, Depreciation, Amortization and Tax and Exceptional Item	42,541	1,04,236
Less: Finance Costs	4,237	3,526
Less: Depreciation and Amortization	30,713	29,628
Profit before Tax and Exceptional Item	7,591	71,082
Add: Exceptional Item - Gain/(Loss)		-
Profit before tax but after Exceptional Item	7,591	71,082
Less/(Add):Tax expense and prior period adjustment	(1,048)	9,528
Profit after Tax (PAT)	8,639	61,554
Other Comprehensive Income	390	26,064
Total Comprehensive Income	9,029	87,618
Total Comprehensive Income attributable to owner of the parent	4,388	49,930
Total Comprehensive Income attributable to Non- Controlling Interest	4,641	37,688
Earnings Per Share (of H10/- each) (Basic & Diluted) (in Rupees)	12.05	110.97

Year in Retrospect

a) On Standalone basis

During the year under review, Company earned total income of H1,45,131 Lakh as compared to H1,90,503 Lakh during the previous year on Standalone basis, including income by way of dividend from subsidiary(ies) amounting to H1,595 Lakh (Previous Year - H23,193 Lakh). There was a loss of H1,358 Lakh as compared to Profit of H32,149 Lakh during the previous year. The loss after tax for the year was H905 Lakh as compared to profit of H29,463 Lakh during the previous year.

b) On Consolidated basis

During the year under review, Company earned total income of H6,36,713 Lakh as compared to H7,74,746 Lakh during the previous year on Consolidated basis. Profit before Tax stood at H7,591 Lakh as compared to H71,082 Lakh during the previous year. Profit after Tax was H8,639 Lakh as compared to H61,554 Lakh during the previous year.

Dividend

Your Board of Directors (âThe Boardâ) has declared and paid an Interim dividend at the rate of H2/- per share (Record Date: November 18, 2023) during the year.

The Board has also proposed payment of Final Dividend at the rate of Re. 1/- per share, which would be paid after its declaration by the Members at the ensuing Annual General Meeting.

Cumulatively, the Board has declared/proposed total dividend of H3/- per share for the year under review.

For the previous Financial Year 2022-23, the Company paid Interim Dividend (First) @ H55/- per share, Interim Dividend (Second) @ H30/- per share and Final Dividend @ H3/- per share, cumulatively totalling to H88/- per share.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Board has formulated and adopted the Dividend Distribution Policy. As per the Dividend Distribution Policy, the Board endeavours to ensure transparency in deciding the quantum of dividend and commit a dividend payout upto 20% of Profits After Tax (PAT) on consolidated financials of the Company. The Board while taking decision for recommendation of the dividend takes guidance from this policy and ensures to maintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policy is available on the Companyâs website at the following link https://www.polyplex.com/investors.

Transfer to Reserves

In view of the loss incurred by the Company during the current year no amount has been transferred to General Reserves. (Previous Year - H250.00 Lakh)

Changes in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Management Discussion and Analysis Report

As required under Regulation 34 read with Para B of Schedule V of The Listing Regulations, a detailed âManagement Discussion and Analysis Reportâ (MDA) is attached in a separate section forming part of the Annual Report.

More details on operations and views on the outlook for the current year are also given in the MDA.

Subsidiary Companies

During the year Company had following subsidiaries/ step-down subsidiaries whose performance/ results are included in the Consolidated Financial Statements:

a) Polyplex (Thailand) Public Company Limited, Thailand;

b) EcoBlue Limited, Thailand

c) Polyplex (Asia) Pte. Ltd., Singapore

d) Polyplex (Singapore) Pte. Ltd., Singapore

e) Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey

f) Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey

g) Polyplex Europe B.V., Netherlands

h) PAR LLC., USA

i) Polyplex America Holdings Inc., USA

j) Polyplex USA LLC., USA

k) PT Polyplex Films Indonesia, Indonesia,

Highlights of the performance of Subsidiary Companies and their contribution to the overall performance of the Company during the period under report are discussed in MDA which forms part of the Annual Report.

As required by Section 129 of the Companies Act, 2013, (âthe Actâ) and other applicable laws Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Indian Accounting Standards (Ind-AS) issued by Institute of Chartered Accountants of India, form part of the Annual Report.

As required by Section 129 (3) of the Act, a Statement in Form AOC-1 containing the salient features of financial statements of the Companyâs subsidiaries is attached and forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act read with the Listing Regulations the financial statements of the Company alongwith related information and audited financial statements of subsidiaries are available on the Companyâs website link https://www.polyplex.com/ investors.

The Company will make available the annual financial statements of the subsidiary company(ies) to any member of the company on receipt of written request.

The annual financial statements of the subsidiary company(ies) will also be kept open for inspection at the Registered Office of the Company on any working day during business hours for a period of twenty-one days before the date of the meeting.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes to Financial Statements.

Deposits from public

The Company has not accepted any deposits from public during the financial year 2023-24. There were no unclaimed deposits as at March 31, 2024.

Directorsâ Responsibility Statement

As required under Section 134(3)(c) and 134(5) of the Act, in relation to the Financial Statements for the financial year 2023-24, the Board of Directors state that: -

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the Loss of the Company for the financial year ended on March 31, 2024;

iii) The Directors 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) Annual accounts have been prepared on âgoing concernâ basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the financial year under review following Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Ms. Pooja Haldea, Mr. Ranjit Singh and Dr. Suresh Inderchand Surana, served on the Board of the Company.

Mr. Brij Kishore Soni and Mr. Jitender Balakrishnan ceased to be Independent Directors on completion of their second term of five consecutive years on March 31, 2024. Dr. Suresh Inderchand Surana also ceased to be Independent Director on completion of his second term of five consecutive years on July 9, 2024. Your Directors place on record their appreciation for the valuable contribution and services rendered by them during their association with the Company.

Mr. Yogesh Kapur has been appointed as an Independent Director for a period of five consecutive years w.e.f. April 1, 2024. Mr. Sandip Das has been appointed as an Independent Director for a period of five consecutive years w.e.f. July 10, 2024. Mr. Hemant Sahai has been appointed as an Independent Director for a period of five consecutive years w.e.f. August 27, 2024.

All the Independent Directors have given requisite declaration that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

The Board has noted and taken on record the declaration and confirmation submitted by the Independent Directors.

Non-Independent Directors and Directors Retiring by Rotation

During the year under review following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Non-Executive Chairman and Mr. Sanjiv Chadha, Non-Executive Director from Promoter category, Mr. Iyad Malas, Non-Executive Director from non-promoter category and Mr. Pranay Kothari, Executive Director from non-promoter category.

Mr. Sanjiv Chadha, whose office is liable to retirement by rotation, retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Pranay Kothari who was appointed as Whole Time Director of the Company, designated as Executive Director (Key Managerial Personnel) for a period of three years holds office upto September 6, 2024. His reappointment has been proposed by the Board on the recommendations of the Nomination and Remuneration Committee on the terms and conditions contained in the Notice convening the 39^th Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pranay Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer and Mr. Ashok Kumar Gurnani, Company Secretary are designated as Key Managerial Personnel of the Company.

Number of meetings of the Board

During the financial year 2023-24, eight meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance of Directors at these meetings are given in the Corporate Governance Report which forms part of the Annual Report.

A separate meeting of the Independent Directors was held on March 29, 2024, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business

operations of the company, balanced and maturity of judgement, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organisation.

While selecting or recommending appointment of any Director, NRC shall have regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and Non-Executive Directors and Independent and NonIndependent Directors and gender diversity.

Appointment of Independent Directors must satisfy the criteria laid down under the Act/ Rules made thereunder and the Listing Regulations.

Components of remuneration for Executive Directors would include normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the Company. The appointment and overall remuneration as far as possible be within the statutory ceilings and subject to requisite approvals of the Members of the Company.

Non-executive directors would be entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board keeping in view the ceiling prescribed under the Act or Rules framed thereunder. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company, subject to requisite approval of the Board and Members.

Details of Remuneration paid to Directors are available in the Corporate Governance Report which forms part of the Annual Report.

The policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Act read with the applicable Rules and Regulation 19 of the Listing Regulations are available on the Companyâs website link www.polyplex.com.

Board, Committees and Directors Evaluation

The Board has carried out annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under the Listing Regulations.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities

b) Structure and Composition

c) Establishment and delineation of responsibilities to Committees

d) Effectiveness of Board processes, information and functioning

e) Board culture and dynamics

f) Quality of relationship between Board and Management

g) Efficacy of communication with external stakeholders

The performance of individual directors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings

b) Knowledge and Skill

c) Managing Relationships

d) Personal Attributes

Independent Directors of the Company in their separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.

Particulars of employees and remuneration

a) A statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure which forms part of this report and marked as âAnnexure Aâ.

b) Ratio of the remuneration of each director to the median employeeâs remuneration and such other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure which forms part of this report and marked as âAnnexure Bâ.

Board Committees

Pursuant to the requirements under the Act and the Listing Regulations, the Board has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of composition and terms of reference of these committees are provided in the Corporate Governance Report.

Corporate Social Responsibility (CSR) Initiatives

Corporate Social Responsibility Report pursuant to Section 134(3) (o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as âAnnexure Câ.

Composition and the role of the Corporate Social Responsibility Committee, number of meetings held and attendance of members thereof are provided in the Corporate Governance Report which forms part of this Report.

Corporate Social Responsibility (CSR) Policy as approved by the Board of Directors is available on the Companyâs website link https://www.polyplex.com/investors.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Compliance Certificate from M/s RSM & Co., Practising Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations is annexed with this report.

Business Responsibility and Sustainability Report (BRSR)

The Board is pleased to inform that your Company is among the top 1,000 companies as per the market capitalisation criteria at the BSE Limited and National Stock Exchange of India Limited as on March 31, 2024.

As required by Regulation 34 (2) (f) of the Listing Regulations, Company is required to include in its Annual Report, a Business Responsibility and Sustainability Report (BRSR) with effect from the financial year 2023-24. Accordingly, attached BRSR forms part of this Report.

Whistle Blower Policy / Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions of Sub-section 9 and 10 of Section 177 of the Act and Regulation 4(2)(d)(iv) of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct.

A copy of the said Policy is available on the website of the Company at www.polyplex.com.

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No. 000756N) were re-appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 37^thAnnual General Meeting held on September 26, 2022 until the conclusion of 42^nd Annual General Meeting, to be held for the financial year 2026-27.

Further, M/s. S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed on June 28, 2024 as Auditors for a period of five years upto the conclusion of 44^th Annual General Meeting to be held for the financial year 2028-29. They would act as Joint Auditors to the existing Auditors viz. S S Kothari Mehta & Co. LLP, Chartered Accountants.

There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their reports.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have re-appointed M/s. PKMB & Co. (Formerly M/s Jain Pramod Jain & Co.), Chartered Accountants as the Internal Auditors of the Company for the financial year 2024-25.

Cost Auditors

Your Company is required to prepare and maintain cost records for plastic films as specified by the Central Government under Sub-section (1) of Section 148 of the Act. Accordingly, your Company has been preparing and maintaining the records as required.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, The Board on the recommendations of the Audit Committee has re-appointed M/s. Sanjay Gupta & Associates, (Firm Registration No. 000212), Cost Accountants as Cost Auditors to audit the Cost Records of the Company for the financial year 2024-25. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. RSM & Co., (Firm Registration No. P1997DL17000) Practicing Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the financial year 2023-24 pursuant to the provisions of Section 204 of the Act and Rules made thereunder read with Regulation 24A of the Listing Regulations. Secretarial Audit Report received from them is annexed herewith and marked as Annexure D.

There are no observations or other remarks in the report of the Secretarial Auditor.

Other Statutory Information

Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E.

Annual Return

In Compliance with the provisions of the Section 92 (3) read with Section 134(3) (a) of the Act, the Annual Return (Form No. MGT 7) of the Company is available on the Companyâs website on https://www.polyplex.com/investors.

Related Party Transactions

None of the transactions with any of related parties were in conflict with the Companyâs interest. Prescribed disclosures as required by the Ind AS -24 have been made in the Notes

to the Financial Statements. AH related party transactions entered into are at armâs length basis and in the ordinary course of business. Therefore, provisions of Section 188(1) of the Act are not applicable to such transactions. Further, disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to Company for the financial year 2023-24.

Wherever required omnibus approval of the Audit Committee is obtained and such Related Party Transactions are reported to the Audit Committee in subsequent meeting(s) for its review.

Certain Material Related Party transaction(s) entered into between subsidiaries inter se during the year pursuant to the provisions of Regulation 23 of the Listing Regulations were duly approved by the shareholders of the Company in their Annual General Meeting held on September 26, 2022.

Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company on https://www.polyplex.com/investors.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note on Risk Management has been provided under the Management Discussion and Analysis, which forms part of this report.

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Risk Management Policy. In the opinion of Board Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

Confirmation

Your Company follows the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

There have been no other material changes and commitments affecting the financial position of the Company which have occurred since the end of the financial year and date of this Report.

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Act and the Rules

framed thereunder, either to the Company or to the Central Government.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companyâs operations in future.

Human Resources

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees.

To reinforce core values and belief of the Company, various policies for employeesâ empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

Your Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints. There were no complaints received during the year. (Previous Year: Nil)

Listing of Shares and Depository System

Your Companyâs equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Your Companyâs equity shares are being traded in âdematâ form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.

Acknowledgement

Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

Mar 31, 2023

The Directors have pleasure in presenting the Thirty- eighth Annual Report together with Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2023.

Financial Highlights and Operations

During the year under review working results of the Company were as under:

a) Standalone Working Results:

			(Rs. in Lakh)
	Particulars	2022-23	2021-22
Total Income (Revenue from operations and other income)		1,90,503	2,12,714
Profit before Finance Cost, Depreciation and Amortization, Tax and Exceptional Item		37,011	60,795
Less : Finance Costs		71	221
Less : Depreciation and Amortization		4,792	5,120
Profit before Tax and Exceptional Item		32,149	55,454
Add: Exceptional Item - Gain/ (Loss)		-	-
Profit before Tax but after Exceptional Item		32,149	55,454
Less: Tax expense and prior period adjustment		2,686	6,307
Profit After Tax (PAT)		29,463	49,147
Other Comprehensive Income		53	(230)
Total Comprehensive Income for the period		29,516	48,917
b)	Consolidated Working Results:		(1 in Lakh)
	Particulars	2022-23	2021-22
Total Income (Revenue from operations and other income)		7,74,746	6,75,238
Profit before Finance Cost, Depreciation, Amortization and Tax and Exceptional Item		1,04,237	1,43,589
Less : Finance Costs		3,526	1,650
Less : Depreciation and Amortization		29,628	27,252
Profit before Tax and Exceptional Item		71,082	1,14,687
Add: Exceptional Item - Gain/(Loss)		-	-
Profit before tax but after Exceptional Item		71,082	1,14,687
Less/(Add):Tax expense and prior period adjustment		9,528	18,204
Profit after Tax (PAT)		61,554	96,483
Other Comprehensive Income		26,064	348
Total Comprehensive Income		87,618	96,831
Total Comprehensive Income attributable to owner of the parent		49,930	57,713
Total Comprehensive Income attributable to Non-Controlling Interest		37,688	39,118
Earnings Per Share (of 110/- each) (Basic & Diluted) (in Rupees)		110.97	181.19

Year in Retrospect

During the year under review, Company earned total income of I 1,90,503 Lakh as compared to I 2,12,714 Lakh during the previous year on Standalone basis, including income by way of dividend from subsidiary(ies) amounting to I 23,193 Lakh (previous year - I 31,396 Lakh). Profit before Tax declined to I 32,149 Lakh as compared to I 55,454 Lakh during the previous year. Profit after Tax for the year was at I 29,463 Lakh as compared to I 49,147 Lakh during the previous year.

During the year under review, Company earned total income of I 7,74,746 Lakh as compared to I 6,75,238 Lakh during

the previous year on Consolidated basis. Profit before Tax and exceptional item stood at I 71,082 Lakh as compared to I 1,14,687 Lakh during the previous year. Profit after Tax was I 61,554 Lakh as compared to I 96,483 Lakh during the previous year.

Margins were under pressure particularly during the second half of the year due to startup of several new film lines mainly in China and India. There was general increase in certain fixed costs, increase in power and fuel costs resulting from geo political situation and also due to the impact of inflationary pressures across the world. These factors are more elaborately covered under Management Discussion and Analysis Report.

Dividend

Board of Directors (the Board) have declared and paid following Dividends during the year:

â¢ Interim dividend (1st) at the rate of I 55/- per share (including special dividend @ I 35/- per share) (Record Date: November 25, 2022); and

â¢ Interim dividend (2nd) at the rate of I 30/- per share (Record Date: February 24, 2023).

Board of Directors have also proposed payment of Final Dividend at the rate of I 3/- per share, which would be paid after its declaration by the Members at the ensuing Annual General Meeting.

Cumulatively, the Board of the Company have declared / proposed total dividend of 188/- per share for the year under review.

For the previous FY 21-22 Company paid Interim Dividend (1st) @ 1 33/- per share, Interim Dividend (2nd) @ 1 15/- per share, Interim Dividend (3rd) (Special) @ 1 35/- per share and Final Dividend @ 1 21/- per share. Cumulatively total dividend of 1 104/- per share.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Board of the Company has formulated and adopted a Dividend Distribution Policy. As per the Dividend Distribution Policy, the Board of your Company endeavours to ensure transparency in deciding the quantum of dividend and commit a dividend pay-out upto 20% of Profits After Tax (PAT) on consolidated financials of the Company. The Board while taking decision for recommendation of the dividend takes guidance from this policy and ensure to maintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policy is available at the following link https://www.polyplex. com/investors.

Transfer to Reserves

A sum of 1 250.00 Lakh from the Current Yearâs profit has been transferred to General Reserves (Previous Year -1 250.00 Lakh).

Changes in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Management Discussion and Analysis Report

More details on operations and views on the outlook for the current year are also given in the âManagement Discussion and Analysis Reportâ.

Subsidiary Companies

During the year Company had following subsidiaries/step-down subsidiaries viz.

Polyplex (Thailand) Public Company Limited, Thailand;

EcoBlue Limited, Thailand;

Polyplex (Asia) Pte. Ltd., Singapore;

Polyplex (Singapore) Pte. Ltd., Singapore;

Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey;

Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey;

Polyplex Europe B.V., Netherlands;

PAR LLC., USA;

Polyplex America Holdings Inc., USA;

Polyplex USA LLC., USA; and

PT Polyplex Films Indonesia, Indonesia,

Performance/ results of above subsidiaries are included in the Consolidated Financial Statements.

Highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the period under report are discussed in MDA which forms part of the Annual Report.

A Statement as per provisions of Section 129 (3) of the Act, containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached and forms part of this report.

The Company will make available the annual financial statements of the subsidiary company(ies) to any member of the Company on receipt of written request.

The annual financial statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company on any working day during business hours for a period of twenty-one days before the date of the meeting.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes to financial statements.

Deposits from public

The Company has not accepted any deposits from public during the Financial Year 2022-23. There were no unclaimed deposits as at March 31, 2023.

Directorsâ Responsibility Statement

As required under Section 134(3)(c) and 134(5) of the Act, in relation to the financial statements for the Financial Year 2022-23, the Board of Directors state that: -

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the Profit of the Company for the year ended on March 31, 2023;

iv) Annual accounts have been prepared on âgoing concernâ basis;

v) The Directors have laid down Internal Financial Controls (IFCs) to be followed by the Company and that such IFCs are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the year following Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Ms. Pooja Haldea, Mr. Ranjit Singh and Dr. Suresh Inderchand Surana, served on the Board of the Company.

All the Independent Directors have given requisite declaration that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

The Board of Directors have noted and taken on record the declaration and confirmation submitted by the Independent Directors.

Non-Independent Directors and Directors Retiring by Rotation

During the year following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Non-Executive Chairman from promoter category, Mr. Sanjiv Chadha, Non-Executive Director from promoter category and Mr. Pranay Kothari, Executive Director from non-promoter category.

Members of the Company in their Annual General Meeting held on September 29, 2021, had approved re-appointment of Mr. Pranay Kothari as Whole Time Director of the Company, designated as Executive Director (Key Managerial Personnel) for a period of three years commencing from September 7, 2021 to September 6, 2024.

Mr. Sanjiv Saraf, a director liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment at the ensuing Annual General Meeting.

Key Managerial Personnel

Number of Meetings of the Board

During the Financial Year 2022-23, four meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance of Directors at these meetings are given in the Corporate Governance Report which forms part of the Annual Report.

A separate meeting of the Independent Directors was held on March 31, 2023, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board of Directors has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the company, balanced and maturity of judgement, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organisation.

While selecting or recommending appointment of any Director, NRC shall have regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and NonExecutive Directors and Independent and Non-Independent Directors and gender diversity.

Appointment of Independent Directors must satisfy the criteria laid down under the Act, rules made thereunder and the Listing Regulations.

Non-executive directors would be entitled to payment of sitting fee for attending meetings of the Board or Committees thereof of such amount as may be approved by the Board of Directors keeping in view the ceiling prescribed under the Act or Rules framed thereunder. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company subject to requisite approval of the Board and Members.

Details of Remuneration paid to Directors are available in the Corporate Governance Report which forms part of the Annual Report.

The policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Act read with the applicable rules and Regulation 19 of the Listing Regulations are available on the Companyâs website link www.polyplex.com.

Board, Committees and Directors Evaluation

The Board of Directors have carried out annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under the Listing Regulations.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes, information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders.

The performance of individual directors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in a separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.

Particulars of Employees and Remuneration

b) Ratio of the remuneration of each director to the median employeeâs remuneration and such other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forms part of this report marked as âAnnexure Bâ.

Board Committees

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of composition and terms of reference of these committees are provided in the Corporate Governance Report.

Corporate Social Responsibility (CSR) Initiatives

Corporate Social Responsibility (CSR) Policy as approved by the Board of Directors is available on the Companyâs website https://www.polyplex.com/investors.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Compliance Certificate from M/s. RSM & Co., Practising Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations is annexed with this report.

Business Responsibility and Sustainability Report (BRSR)

The Board is pleased to inform that your Company is among the top 1,000 companies as per the market capitalization criteria at the BSE Limited and/or National Stock Exchange of India Limited as on March 31, 2023.

Whistle Blower Policy /Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions of sub-section 9 and 10 of Section 177 of the Act and Regulation 4(2)(d)(iv) of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct.

A copy of the said Policy is available on the website of the Company at www.polyplex.com.

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) were re-appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 37th Annual General Meeting held on September 26, 2022 until the conclusion of 42nd Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their reports.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have re-appointed M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2023-24.

Cost Auditors

Your Company is required to prepare and maintain cost records for plastic films as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been preparing and maintaining the records as required.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Sanjay Gupta & Associates, (Firm Registration No. 000212), Cost Accountants as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2023-24. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. RSM & Co., (Firm Registration No. P1997DL17000) Practicing Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2022-23 pursuant to the provisions of Section 204 of the Act and Rules made thereunder read with Regulation 24A of the Listing Regulations and other applicable provisions, if any. Secretarial Audit Report received from them

is annexed herewith and marked as Annexure D.

Observations and other remarks in the Secretarial Audit Report are self-explanatory.

Other Statutory Information

Details relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E.

Annual Return

Related Party Transactions

None of the transactions with any of related parties were in conflict with the Companyâs interest. Prescribed disclosures as required by the Ind AS -24 have been made in the Notes to the financial statements. All related party transactions are entered into at arms-length basis and in the ordinary course of business. Therefore, provisions of Section 188(1) of the Act are not applicable to such transactions. Further, disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to Company for the financial year 2022-23.

Wherever required omnibus approval of the Audit Committee is obtained and such Related Party Transactions are reported to the Audit Committee in subsequent meeting(s) for its review.

During the year, material related party transaction(s) pursuant to the provisions of Regulation 23 of the Listing Regulations had been duly approved by the shareholders of

the Company in the 37th Annual General Meeting held on September 26, 2022.

Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company https://www.polyplex.com/investors.

Risk Management

Internal Financial Controls

Your Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing risk in terms of the Risk Management Policy. In the opinion of Board, Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

Confirmation

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2023 and date of this Boardâs Report.

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

Certain Promoter Group members, AGP Holdco Limited (the Investor) and the Company have entered into a binding term sheet on May 23, 2023, wherein they have agreed to sell (subject to customary regulatory and other approvals) to the Investor 24.2778% stake in the equity share capital of the Company for an aggregate consideration of 1137,947 Lakh and also agreed to certain put and call option arrangement.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companyâs operations in future.

Human Resources

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to promote conducive work culture for its employees.

To reinforce core values and belief of the Company, various policies for employeesâ empowerment have been framed to enrich their professional, personal and social life. In addition the Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

Listing of Shares and Depository System

Your Companyâs equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Acknowledgment

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions, Bankers and the Auditors of the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

Mar 31, 2018

The Directors have pleasure in submitting the Thirty-third Annual Report together with Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2018.

Financial Highlights and Operations

During the year working results of the Company were as under:

a) Standalone Working Results

(Rs. in Lacs)

Particulars	2017-18	2016-17
Total Income (Net of Excise Duty)	115,265.77	99,376.02
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional	14,270.54	12,721.05
Items
Less : Finance Costs	1,584.34	1,903.15
Less : Depreciation and Amortization	4,750.96	5,277.47
Profit before Tax and Exceptional Item	7,935.24	5,540.43
Less: Exceptional Item - (Gain)/ Loss	0	0
Profit before tax but after exceptional item	7,935.24	5,540.43
Less/(Add):Tax expense and prior period adjustment	2,045.48	967.97
Profit after Tax (PAT)	5,889.76	4,572.46
Other Comprehensive Income	24.41	-24.78
Total Comprehensive Income for the period	5,914.17	4,547.68
Appropriations:
Transfer to General Reserve	100.00	100.00
Interim Dividend paid during the year	1,599.23	959.54
Second Interim Dividend (Special)	9,595.38	0
Final Dividend Proposed	1,599.23	1,279.38

b) Consolidated Working Results:

(Rs. in Lacs)

Particulars	2017-18	2016-17
Total Income (Net of Excise Duty)	361,650.93	332,176.63
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional	53,833.82	56,348.06
Items
Less : Finance Costs	3,943.16	4,701.66
Less : Depreciation and Amortization	18,501.03	19,662.61
Profit before Tax and Exceptional Item	31,389.63	31,983.79
Less: Exceptional Item - (Gain)/ Loss	0	-5,627.95
Profit before tax but after exceptional item	31,389.63	37,611.74
Less/(Add):Tax expense and prior period adjustment	2,977.91	1,473.09
Profit after Tax (PAT)	28,411.72	36,138.65
Other Comprehensive Income	22,835.86	-13,549.98
Total Comprehensive Income	51,247.58	22,588.67
Total Comprehensive Income attributable to owner of the parent	27,464.67	14,735.19
Total Comprehensive Income attributable to Non-Controlling Interest	23,782.91	7,853.48
Earnings Per Share (of RS.10/- Each) (H) (Basic & Diluted)	49.85	72.44

Year in Retrospect

During the year under review, Company earned total income of RS.116,835.93 Lacs as compared to RS.104,384.09 Lacs during the preceding year, on Standalone basis, including income by way of dividend from subsidiary(ies) amounting to RS.4,513.94 Lacs (Previous Year RS.2,024.18 Lacs). Profit before Tax improved to RS.7,935.24 Lacs as compared to RS.5,540.43 Lacs. Profit after Tax for the year was at RS.5,889.76 Lacs as compared to RS.4,572.46 Lacs during the preceding year.

During the year under review, Company earned total income of RS.363,221.09 Lacs as compared to RS.337,184.70 Lacs during the preceding year on consolidated basis. Profit before tax was RS.31,389.63 Lacs as compared to RS.37,611.74 Lacs. Profit after Tax and before Minority Interest was RS.28,411.72 Lacs as compared to RS.36,138.65 Lacs in the preceding year.

Further details on operations are discussed in Management Discussion & Analysis Report.

Transfer to Reserves and Dividend

A sum of RS.100 Lacs from the current yearâs profit has been transferred to General Reserves.

Board of Directors have declared and paid an Interim dividend at the rate of RS.5.00 per share (Record Date : November 23, 2017) and Second Interim dividend (Special) at the rate of RS.30.00 per share (Record Date : June 8, 2018).

Your Board of Directors have proposed payment of Final Dividend at the rate of RS.5.00 per share, which would be paid after its declaration by the members at the ensuing Annual General Meeting.

Changes in the nature of business, if any

There is no change in the nature of business of your company during the year under review.

Material Changes and Commitments

No material changes and commitments affecting the financial position of your Company have occurred between the end of the Financial Year of the company to which Financial Statements relate and on the date of this report.

Management Discussion and Analysis Report

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015}, a detailed âManagement Discussion and Analysis Reportâ (MDA) is attached in a separate section forming part of the Annual Report.

More details on operations and a view on the outlook for the current year are also given in the âManagement Discussion and Analysis Reportâ.

Subsidiary Companies

During the year Company had following subsidiaries/ step-down subsidiaries whose performance are included in the Consolidated Financial Statements viz. Polyplex (Thailand) Public Company Limited, Thailand, PT Polyplex Films Indonesia, Indonesia, Polyplex Trading (Shenzhen) Co. Ltd., China, EcoBlue Limited, Thailand, Polyplex (Asia) Pte. Ltd., Singapore, Polyplex (Singapore) Pte. Ltd., Singapore, Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe B.V., Netherlands, PAR LLC., USA, Polyplex America Holdings Inc., USA and Polyplex USA LLC., USA.

As required by Section 129 of the Companies Act, 2013, (âthe Actâ) and other applicable laws Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Accounting Standard(s) issued by Institute of Chartered Accountants of India (ICAI), form part of the Annual Report.

Highlights of performance of Subsidiary Companies and their contribution to the overall performance of the Company during the period under report are discussed in MDA and Form AOC-I, which forms part of the Annual Report.

Financial Statements of the subsidiary companies will be made available on request

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes attached to Financial Statements.

Deposits from public

The Company has not accepted any deposits from public during the Financial Year 2017-18. There were no unclaimed deposits as at March 31, 2018.

Directorsâ Responsibility Statement

As required under Section 134(3)(c) of the Act, in relation to the Financial Statements for the Financial Year 2017-18, the Board of Directors state that : -

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) Annual accounts have been prepared on a âgoing concernâ basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel Independent Directors and Declaration by Independent Directors

During the year, five Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Ranjit Singh served on the Board of the Company.

Dr. Suresh Inderchand Surana resigned from the Board of the Company w.e.f. June 11, 2018 due his personal professional commitments. Your Board of Directors place on record their appreciation for the services rendered by Dr. Surana during his tenure on the Board/ Committees of the Board.

All the Independent Directors have given the requisite declaration that they meet the criteria of independence as prescribed under the Act and SEBI (LODR) Regulations, 2015.

Non-Independent Directors and Directors Retiring by Rotation

During the year following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv Chadha, and Mr. Pranay Kothari (Whole Time Director).

Mr. Sanjiv Chadha retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Key Managerial Personnel

Number of meetings of the Board

During the Financial Year 2017-18, five meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance at these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on July 25, 2017 and on August 14, 2018, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

Appointment of Independent Directors must satisfy the criteria laid down under the Act and Listing and other Regulations.

Components of remuneration for Executive Directors would include normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the company. The appointment and overall remuneration as far as possible be within the statutory ceilings and subject to requisite approvals of the Members of the Company and Central Government, if required.

Non-executive directors would be entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board of Directors keeping in view the ceiling prescribed under the Act or Rules framed there under. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company subject to requisite approval of the Board and Members.

Board, Committees and Directors Evaluation

The Board of Directors has carried out an annual evaluation of the performance of the Board, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under SEBI (LODR) Regulations, 2015.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes, information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders.

The performance of individual directors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in a separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.

Managerial Remuneration

Disclosures pertaining to Managerial Remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure A and B as also in the Corporate Governance Report.

Board Committees

Pursuant to the requirements under the Act and SEBI (LODR) Regulations, 2015, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

Audit Committee

The Audit Committee comprised of Mr. Brij Kishore Soni, Independent Director (Chairman), Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Jitender Balakrishnan, Independent Directors.

Mr. Suresh Inderchand Surana ceased to be member of Audit Committee w.e.f. June 11, 2018 upon his resigning from the Board.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report.

The Board of Directors has accepted all the recommendations of the Audit Committee.

Corporate Social Responsibility (CSR) Initiatives

The Board of Directors has constituted a CSR Committee comprising of Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh Inderchand Surana and formulated CSR Policy of the Company. In compliance with the requirements of Companies Act and Listing Regulations.

Dr. Suresh Inderchand Surana ceased to be member of the Committee w.e.f. June 11, 2018, upon his resigning from the Board.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance Report attached.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 is attached.

Whistle Blower Policy - Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions of sub-section 9 and 10 of Section 177 of the Act and SEBI (LODR) Regulations, 2015. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct.

A copy of the Policy is available on the website of the Company at www.polyplex.com.

Auditors Statutory Auditors

In accordance with the provisions of the Companies Act, 2013 and Rules made there under S S Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 32nd Annual General Meeting held on September 11, 2017 until the conclusion of 37th Annual General Meeting.

The Auditors Report on the Financial Statements of the Company for the Financial Year 2017-18 to the Members is part of Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2018-19.

Cost Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212) as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2018-19. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members.

Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. R S M & Co., Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2017-18 pursuant to the provisions of Section 204 of the Act and Rules made there under. Secretarial Audit Report received from them is annexed herewith and marked as Annexure D.

There are no qualifications or observations or other remarks in the Secretarial Audit Report.

Other Statutory Information

Particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure A and B.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 is given in Annexure F. This is also being posted on Companyâs website www.polyplex.com.

Related Party Transactions

None of the transactions with any of related parties were in conflict with the Companyâs interest. Prescribed disclosure as required by the Accounting Standard (AS) 18 has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are not applicable to such transactions.

The Related Party Transactions Policy as approved by the Board is available on the website of the Company at www.polyplex.com.

Risk Management

A detailed note has been provided under the Management Discussion and Analysis Report.

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Enterprise Risk Management Policy. In the opinion of Board Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companyâs operations in future.

Human Resources

Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed pursuant to the said Policy/Act.

Listing of Shares and Depository System

Your Companyâs equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Shareholders are advised to get their physical shares dematerialized at the earliest and update their Income Tax Permanent Account Number and Bank details in the records of the Company by furnishing the requisite information either to the Company or its Registrar and Transfer Agent, if not already updated.

Acknowledgement

For and on behalf of the Board

Sd/-

Place : Noida Sanjiv Saraf

Date : August 14, 2018 Chairman

Mar 31, 2017

Your Directors have pleasure in submitting the Thirty-second Annual Report together with Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2017.

Financial Highlights and Operations

During the year working results of the Company were as under:

a) Standalone Working Results (RS, in Lacs)

Particulars	2016-171	2015-16
Total Income (Net of Excise Duty)	97,678.48	98,659.92
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional Items	10,955.41	10,778.15
Less : Finance Costs	743.76	821.07
Less : Depreciation and Amortization	5,831.14	6,464.82
Profit before Tax and Exceptional Item	4,380.51	3,492.26
Less: Exceptional Item - (Gain)/Loss	--	996.00
Profit before tax but after exceptional item	4,380.51	2,496.26
Less/(Add): Tax expense and prior period adjustment	741.14	(198.92)
Profit after Tax (PAT)	3,639.37	2,695.18
Appropriations:
Transfer to General Reserve	100.00	269.52
Interim Dividend paid during the year	959.54	---
Final Dividend Proposed	1279.38	959.54

b) Consolidated Working Results (Under Indian GAAP) (RS, in Lacs)

Particulars	2016-171	2015-16
Total Income (Net of Excise Duty)	3,30,443.00	3,23,561.61
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional Items	54,488.34	38,685.57
Less : Finance Costs	3,542.27	4,807.91
Less : Depreciation and Amortization	20,216.28	20,895.56
Profit/ (Loss) before Tax and Exceptional Item	30,729.79	12,982.10
Less : Exceptional Item - (Gain) /Loss	(5,627.95)	6,565.82
Profit/ (Loss) before tax but after exceptional item	36,357.74	6,416.28
Provision for tax and prior period adjustment	1,246.26	4,791.59
Profit/ (Loss) after Tax before Minority Interest	35,111.48	1,624.69
Less/ (Add) : Minority Interest:	12,967.91	(1,279.14)
Profit/ (Loss) after tax and Minority Interest	22,143.57	2,903.83
Earnings Per Share (of C10/- Each) (C) (Basic & Diluted)	69.23	9.08

Year in Retrospect

During the year under review, total income declined from RS,98,659.92 Lacs to RS,97,678.48 Lacs, due to softening of selling prices despite increase in sales volume. Profit after Tax for the year was higher at RS,3,639.37 Lacs as compared to RS,2,695.18 Lacs during the preceding year.

During the year under review, consolidated total income increased from RS,3,23,561.61 Lacs to RS,3,30,443.00 Lacs. Profit after Tax and Minority Interest increased to RS,22,143.57 Lacs as compared to RS,2,903.83 Lacs in the preceding year.

Dividend and Transfer to Reserves

During the year Board of Directors have declared and paid an Interim dividend at the rate of RS,3.00 per share.

Your Board of Directors have proposed a Final Dividend at the rate of RS,4.00 per share, which would be paid after its declaration by the members at the ensuing Annual General Meeting.

A sum of RS,100 Lacs from the current year''s profit has been transferred to General Reserves.

The Board of Directors has on voluntary basis formed a Dividend Distribution Policy and the same is available on the website of the Company at www.polyplex.com.

Changes in the nature of business, if any

There is no change in the nature of business of your company during the year under review.

Material Changes and Commitments

Management Discussion and Analysis Report

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {''SEBI (LODR) Regulations, 2015''}, a detailed ''Management Discussion and Analysis Report'' (MDA) is attached as a separate section forming part of the Annual Report.

More details on operations and a view on the outlook for the current year are also given in the ''Management Discussion and Analysis Report.

Subsidiary Companies

Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe B.V., Netherlands, PAR LLC., USA, Polyplex America Holdings Inc., USA and Polyplex USA LLC., USA.

Peninsula Beverages and Foods Company Private Limited (PBFCPL) ceased to be subsidiary of the Company w.e.f. February 13, 2017.

As required by Section 129 of the Companies Act, 2013, (''the Act'') and other applicable laws Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Accounting Standard(s) issued by Institute of Chartered Accountants of India (ICAI), form part of the Annual Report.

The Financial Statement of the Subsidiary Companies will be made available on request.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes attached to Financial Statements.

During the year, Polyplex (Thailand) Public Company Limited, Thailand, made ''Rights'' offering of ordinary shares of Baht 1 each at an offering price of Baht 6.40 per share, in which your Company and its wholly owned subsidiary viz. Polyplex (Asia) Pte. Limited, Singapore, participated and consequent upon issue of ''Rights'' shares and purchase of shares from market, effective stake of your Company in Polyplex (Thailand) Public Company Limited increased from 51.00% to 54.08%. However as at year end, your Company''s stake was at 51% as Polyplex (Asia) Pte. Ltd. has sold part of its stake post Rights Issue.

Deposits from public

The Company has not accepted any deposits from public during the Financial Year 2016-17. There were no unclaimed deposits as at March 31, 2017.

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Act, in relation to the Financial Statements for the Financial Year 2016-17, the Board of Directors state that: -

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017 and of the profit of the Company for the year ended on March 31, 2017;

iv) Annual accounts have been prepared on a ''going concern'' basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the year, five Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Ranjit Singh (w.e.f. May 12, 2016) served on the Board of the Company.

All the Independent Directors have given the requisite declaration that they meet the criteria of independence as prescribed under the Act and SEBI (LODR) Regulations, 2015.

Non-Independent Directors and Directors Retiring by Rotation

During the year following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv Chadha, Mr. Rakesh Awasthi (upto May 3, 2016) and Mr. Pranay Kothari (Whole Time Director).

Mr. Rakesh Awasthi ceased to be a director of the Company w.e.f. May 3, 2016 consequent upon withdrawal of his nomination by IDBI Bank Ltd.

Mr. Sanjiv Saraf, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Key Managerial Personnel

Number of meetings of the Board

During the Financial Year 2016-17, six meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance at these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on July 25, 2017, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for

Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board of Directors has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the company, balanced and maturity of judgment, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organization.

Appointment of Independent Directors must satisfy the criteria laid down under the Act and Listing and other Regulations.

Board, Committees and Directors 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 the Corporate Governance requirements prescribed under SEBI (LODR) Regulations, 2015.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes, information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders.

The performance of individual directors was evaluated on following criteria :

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in a separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.

Managerial Remuneration

Board Committees

Pursuant to the requirements under the Act and SEBI (LODR) Regulations, 2015, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

Audit Committee

The Audit Committee comprised of Mr. Brij Kishore Soni, Independent Director (Chairman), Mr. Rakesh Awasthi, Nominee Director of IDBI Bank Ltd. (up to May 3, 2016), Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Jitender Balakrishnan (w.e.f. December 15, 2016), Independent Directors.

Mr. Rakesh Awasthi ceased to be director and member of Audit Committee w.e.f. May 3, 2016, consequent upon withdrawal of his nomination from the Board by IDBI Bank Ltd., Mr. Jitender Balakrishnan was appointed as member of the Audit Committee w.e.f. December 15, 2016.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report.

The Board of Directors has accepted all the recommendation of the Audit Committee.

Corporate Social Responsibility (CSR) Initiatives

The Board of Directors has constituted a CSR Committee comprising of Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh Inderchand Surana and formulated CSR Policy of the Company.

Corporate Social Responsibility Report pursuant to Section 134(3)(o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as Annexure C.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance Report attached.

Corporate Governance

Whistle Blower Policy - Vigil Mechanism

A copy of the Policy is available on the website of the Company at www.polyplex.com.

Auditors

Statutory Auditors

In terms of provisions of Section 139(2) of Companies Act, 2013 and Rules made there under, the term of M/s. Lodha & Co., Chartered Accountants, (Firm Registration No. 301051E), as Statutory Auditors of the Company expires at the conclusion of ensuing Annual General Meeting and they are not eligible to be re-appointed as they have already held the office of Auditor for the maximum number of years provided under the Companies Act, 2013 and Rules made there under.

The Board of Directors of the Company on the recommendation of the Audit Committee, have proposed appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) as the Statutory Auditors of the Company for a term of five years from the conclusion of ensuing Annual General Meeting. Accordingly, a resolution, proposing appointment of M/s.

S S Kothari Mehta & Co., Chartered Accountants, as the Statutory Auditors of the Company, forms part of the agenda of the ensuing Annual General Meeting. M/s. S S Kothari Mehta & Co., Chartered Accountants, have confirmed their eligibility and consent to the proposed appointment.

The Auditors Report on the Financial Statements of the Company for the Financial Year 2016-17 to the Members is part of Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.

Your Board of Directors place on record their appreciation for the services provided by M/s. Lodha & Co., Chartered Accountants to the Company and Management.

Internal Auditors

Cost Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212) as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2017 18. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. R S M & Co., Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2016-17 pursuant to the provisions of Section 204 of the Act and Rules made there under. Secretarial Audit Report received from them is annexed herewith and marked as Annexure D.

There are no qualifications or observations or other remarks in the Secretarial Audit Report.

Other Statutory Information

Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E .

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 is given in Annexure F.

Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company''s interest. Prescribed disclosure as required by the Accounting Standard (AS) 18 has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are not applicable to such transactions.

The Related Party Transactions Policy as approved by the Board is available on the website of the Company at www.polyplex.com.

Risk Management

A detailed note has been provided under the Management Discussion and Analysis Report.

Internal Financial Control

Significant and material orders

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

Human Resources

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to a conducive work culture for its employees.

To reinforce core values and belief of the Company, various policies for employees'' empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

Listing of Shares and Depository System

Your Company''s equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Your Company''s equity shares are being traded in ''demat'' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.

Acknowledgement

For and on behalf of the Board

Place: Noida Sanjiv Saraf

Date: July 25, 2017 Chairman

Mar 31, 2015

The Directors have pleasure in submitting the Thirtieth Annual Report and Financial Statements for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year Standalone performance of the Company was as under:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Gross Revenue 1,06,949.55 1,14,146.20

Profit before Finance Cost, Depreciation & Amortization and Tax and Exceptional Items 11,593.09 11,702.99

Less : Finance Costs 1,620.42 2,019.33

Less : Depreciation & Amortization 7,688.93 7,321.72

Profit before Tax and Exceptional Item 2,283.74 2,361.94

Add: Exceptional Item- Gain/ (Loss) - -

Profit before tax but after exceptional item 2,283.74 2,361.94

Less/(Add):Tax expense & prior period adjustment 289.92 (898.78)

Profit after Tax (PAT) 1,993.82 3,260.72

Add : Surplus brought forward 28,806.59 26,621.28

Add: Corporate Dividend Tax written back 108.72 -

Profit available for Appropriations 30,909.13 29,882.00

Appropriations:

Transfer to General Reserve 199.38 327.00

Proposed Final Dividend 799.62 639.69

Corporate Dividend Tax 27.90 108.72

Balance surplus carried to Balance Sheet 29,882.23 28,806.59

Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs)

Particulars 2014-15 2013-14

Gross Revenue 3,32,206.84 3,20,930.10

Profit before Finance Cost, Depreciation & Amortization and Tax and

Exceptional Items 40,207.36 12,894.39

Less : Finance Costs 5,587.66 5,398.50

Less : Depreciation & Amortization 21,575.60 19,151.59

Profit/ (Loss) before Tax and Exceptional Item 13,044.10 (11,655.70)

Add : Exceptional Item - Gain /(Loss) (4,774.79) -

Profit/ (Loss) before tax but after exceptional item 8,269.31 (11,655.70)

Provision for tax & prior period adjustment 494.38 (6,453.40)

Profit/ (Loss) after Tax before Minority Interest 7,774.93 (5,202.30)

Less : Minority Interest 3,980.19 (4,518.91)

Profit/ (Loss) after tax and Minority Interest 3,794.74 (683.39)

Earnings Per Share (of Rs.10/- Each) (Rs.) (Basic) 11.86 (2.14)

Earnings Per Share (of Rs.10/- Each) (Rs.) (Diluted) 11.86 (2.14)

Year in Retrospect

During the year under review revenues (Net of Excise Duty) declined from Rs. 1,11,864 Lacs to Rs. 1,05,203 Lacs, due to softening of the raw material prices from second half onwards, while maintaining capacity utilization at the same levels. In terms of requirements of Schedule II of Companies Act, 2013, the useful life of existing fixed assets was revised and additional depreciation of Rs. 980 Lacs has been charged to Profit & Loss Account. Profit after Tax for the year was lower at Rs. 1994 Lacs as compared to Rs. 3,261 Lacs (including reversal of deferred tax of Rs. 863 Lacs) during the preceding year.

During the year Company commissioned Off-line Coater at Bazpur and Rice Husk Heater at Khatima and twin screw extruder at aggregate capital expenditure of Rs. 4,987 Lacs.

During the year under review consolidated operations increased from Rs. 3,17,223 Lacs to Rs. 3,20,416 Lacs (Net of Excise Duty). Increase in revenue is mainly attributable to ramp up of capacity at Thailand and US locations for film plants and simultaneous decline in raw material prices. During the year there is Foreign Exchange Fluctuation Gain of Rs. 7,858 Lacs as against Foreign Exchange Fluctuation Loss of Rs. 6,725 Lacs during the previous year. In addition, there is an exceptional loss of Rs. 4,775 Lacs on account of sale of 100% stake in Polyplex Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey, by subsidiaries. Profit after Tax (after minority interest) is Rs. 3,795 Lacs as against Loss of Rs. 683 Lacs in the preceding year.

Dividend and Transfer to Reserves

Your Board has recommended a Final Dividend of Rs. 2.50 per share, which would be paid after its declaration by the members in the ensuing Annual General Meeting.

The Board of Directors have transferred a sum of Rs.199.38 Lacs from the current year's profit to General Reserves.

Change in the nature of business, if any

There is no change in the nature of business of your company during the year under review.

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the company to which financial statements relate and on the date of this report.

Management Discussion and Analysis Report

As required by clause 49 of the Listing Agreement with

the Stock Exchanges, a detailed 'Management Discussion & Analysis Report' (MDA) is presented in a separate section forming part of the Annual Report.

More details on operations and a view on the outlook for the current year are given in the 'Management Discussion & Analysis Report', which forms part of the Annual Report.

Subsidiary Companies

During the year Company had following subsidiaries/ step-down subsidiaries whose performance are included in the consolidated financial statement viz. Polyplex (Thailand) Public Company Limited, Thailand, EcoBlue Limited, Thailand, Polyplex (Asia) Pte. Ltd., Singapore, Polyplex (Singapore) Pte. Ltd., Singapore , Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme Cozumlere Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe B.V., Netherlands, PAR LLC, USA, Polyplex America Holdings Inc., USA, Polyplex USA LLC. USA, Polyplex Trading (Shenzhen) Co., Ltd. China and Peninsula Beverages and Foods Company Private Limited.

Polyplex Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey ceased to be a subsidiary during the year w.e.f. 2nd March, 2015.

As required by Section 129 of the Companies Act, 2013, and other applicable Laws, Consolidated Financial Statement of the Company and its subsidiaries are prepared in accordance with applicable Accounting Standard(s) issued by Institute of Chartered Accountants of India (ICAI) of India, forms part of the Annual Report. A separate statement containing the salient features of the Financial Statements of the subsidiary companies in Form AOC-I is attached to the Financial Statements and forms part of the Annual Report.

Performance of various subsidiaries is discussed in detail in MDA.

The Financial Statement of the subsidiary companies will be made available on request and will also be kept at the Registered Office of the Company for inspection by any member of the Company.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ('the Act') are given in the notes attached to Financial Statements.

Deposits from public

The Company has not accepted any deposit from public during the financial year 2014-2015. There were no unclaimed deposits as at March 31, 2015.

Directors' Responsibility Statement

As required under Section 134(3) of the Act, in relation to the Financial Statements for the Financial Year 2014- 15, the Board of Directors state that :- i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profit of the Company for the year ended on March 31, 2015;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) Annual accounts have been prepared on a 'going concern' basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Independent Directors and Declaration by Independent Directors

During the year four Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana and Ms. Pooja Haldea served on the Board of the Company. All the Independent Directors have given the requisite declaration that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement.

Ms. Pooja Haldea was appointed as an Additional Director w.e.f. March 30, 2015 in the Independent Directors category and holds office upto the ensuing Annual General Meeting. The Board of Directors on the recommendations of Nomination and Remuneration Committee have proposed to appoint her as an Independent Director upto March 29, 2020.

Non-Independent Directors and Directors Retiring by Rotation

During the year four Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv Chadha, Mr. Rakesh Awasthi and Mr. Pranay Kothari (WTD).

Mr. Sanjiv Saraf retires by rotation and being eligible, offers himself for re-appointment.

Mr. Pranay Kothari's term as Whole Time Director designated as Executive Director (KMP) is up to September 6, 2015. The Board of Directors on the recommendations of Nomination and Remuneration Committee have proposed to reappoint him for a term of three years w.e.f. September 7, 2015 on the terms and conditions contained in the resolution contained in the Notice of ensuing Annual General Meeting.

A brief resume and other relevant details of the Directors proposed to be appointed/reappointed are given in the Explanatory Statement to the Notice convening ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pranay Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer and Mr. Ashok Kumar Gurnani, Company Secretary are the Key Managerial Personnel of the Company.

Number of meetings of the Board

During the Financial Year 2014-15, six meetings of the Board were held and the gap between two meetings was not more than 120 days. Details about the attendance at these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on August 7, 2015, without the attendance of non-independent directors and members of management.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board of Directors has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the company, balanced and maturity of judgment, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organization.

While selecting or recommending appointment of any Director, NRC shall have regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and Non-Executive Directors and Independent and Non-Independent Directors and gender diversity.

Appointment of Independent Directors must satisfy the criteria laid down under the Act and the Listing Agreements with Stock Exchanges.

Components of remuneration for Executive Directors would include normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the company. The appointment and overall remuneration as far as possible be within the statutory ceilings and subject to requisite approvals of the Members of the Company and Central Government, if required.

Non-executive directors would be entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board of Directors keeping in view the ceiling prescribed under the Act or Rules framed there under. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company subject to requisite approval of the Board and Members.

Board, Committees and Directors 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 the Corporate Governance requirements prescribed under Clause 49 of the Listing Agreements.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria :

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes, information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders.

The performance of individual directors was evaluated on following criteria :

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in their separate meeting held on August 7, 2015 reviewed the performance of non-independent directors and the Board as a whole as also the performance of Chairperson of the Company.

Managerial Remuneration

Disclosures pertaining to Managerial Remuneration and

other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure A and B as also in the Corporate Governance Report.

Board Committees

Pursuant to the requirements under the Act and Listing Agreement, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises of Mr.Brij Kishore Soni, Independent Director (Chairman), Mr. Rakesh, Awasthi Nominee Director of IDBI Bank Ltd., Dr. Suresh Inderchand Surana and Ms. Pooja Haldea, Independent Directors. The Board of Directors have accepted all the recommendation of the Audit Committee.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report attached.

Corporate Social Responsibility (CSR) Initiatives

The Board of Directors has constituted a CSR Committee comprising of Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh Inderchand Surana and formulated CSR Policy of the Company.

Corporate Social Responsibility Report pursuant to Section 134(3)(o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as Annexure C.

The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report attached.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is attached.

Whistle Blower Policy Â Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions of the Sub-sections 9 and 10 of Section 177 of the Act and the Clause 49 of the Listing Agreement. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

A copy of the Policy is available on the website of the Company at www.polyplex.com.

AUDITORS

Statutory Auditors

The Company's Auditors M/s. Lodha & Co., Chartered Accountants, (Firm Registration No. 301051E) retire at the forthcoming Annual General Meeting. A certificate from the said Auditors has been received to the effect that they are eligible to act as Auditors of the Company under Section 141 of the Act read with Rules made there under. Based on the recommendations of the Audit Committee, your Directors recommend the appointment of M/s. Lodha & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

In the Auditors Report to the members for the year 2014-15 there are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have approved the reappointment of M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2015-16.

Cost Auditors

The Board of Directors on the recommendations of the Audit Committee have approved the appointment of M/s. Sanjay Gupta & Associates, Cost Accountants as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2015-16 in respect of products manufactured by the Company falling under Central Excise Tariff Heading 3907 and 3920. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to M/s Sanjay Gupta & Associates by the members has been included in the Notice convening the 30th Annual General Meeting.

Secretarial Auditors

The Board of Directors have approved the appointment of M/s. R S M & Co., Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2014-15. Secretarial Audit Report received from them is annexed herewith as attached and marked as Annexure D.

There are no qualifications or observations or other remarks in the Secretarial Audit Report.

Other Statutory Information

Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E.

Particulars of employees as required to be furnished pursuant to Section 197(12) of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure A and B.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is given in Annexure F.

Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standard (AS) 18 has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are not applicable.

The Related Party Transactions Policy as approved by the Board is available on the website of the Company at www.polyplex.com.

The details of the transactions with Related Parties are provided in the accompanying financial statements.

Risk Management

A detailed note has been provided under the Management Discussion and Analysis Report.

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Enterprise Risk Management Policy. In the opinion of Board Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

Significant and material orders

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

Human Resources

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Company lays due importance to conducive work culture for its employees.

To reinforce core values and belief of the Company, various policies for employees' empowerment have been framed to enrich their professional, personal and social life. Company has also laid down Code of Conduct for Directors and Senior Management Personnel, Whistle Blower Policy.

Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed pursuant to the said policy/that Act.

Listing of Shares and Depository System

Your Company's equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Your Company's equity shares are being traded in 'demat' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Place : Noida Sanjiv Saraf

Date : August 14, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Twenty-ninth Annual Report and Audited Accounts for the year ended March 31, 2014.

1. Financial Highlights and Operations

The stand-alone financial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Gross Revenue 1,14,146.20 99,673.57

Profit before Finance Cost, Depreciation & Amortisation and Tax and Exceptional Items 11,702.99 10,327.95

Less : Finance Costs 2,019.33 2,170.68

Less : Depreciation & Amortisation 7,321.72 7,785.41

Profit before Tax and Exceptional Item 2,361.94 371.86

Add: Exceptional Item- Gain/ (Loss) -- 116.13

Profit before tax but after exceptional item 2,361.94 487.99

Tax expense & prior period adjustment (898.78) (23.50)

Profit after Tax (PAT) 3,260.72 511.49

Add : Surplus brought forward 26,621.28 27,121.33

Profit available for Appropriations 29,882.00 27,632.82

Appropriations:

Transfer to General Reserve 327.00 52.00

Proposed Final Dividend 639.69 959.54

Corporate Dividend Tax 108.72 -

Balance surplus carried to Balance Sheet 28,806.59 26,621.28

2. Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs)

Paticulars 2013-14 2012-13

Gross Revenue 3,20,930.10 2,59,826.63

Profit before Finance Cost, Depreciation & Amortisation and Tax and Exceptional Items 12,894.39 25,099.55

Less : Finance Costs 5,398.50 3,233.64

Less : Depreciation & Amortisation 19,151.59 14,995.40

Profit/(Loss) before Tax and Exeptional Item (11,655.70) 6,870.51

Add : Exceptional Item - Gain /(Loss) - -

Profit/(Loss) before tax but after exceptional item (11,655.70) 6,870.51

Provision for tax & prior period adjustment (6,453.40) 241.21

Profit/(Loss) after Tax before Minority Interest (5,202.30) 6,629.30

Less : Minority Interest (4,518.91) 4,506.04

Profit/(Loss) after tax and Minority Interest (683.39) 2,123.26

Earnings Per Share of Rs.10/- Each (Rs.) (Basic) (2.14) 6.64

Earnings Per Share of Rs.10/- Each (Rs.) (Diluted) (2.14) 6.64

3. Year in Retrospect

During the year under review, the Consolidated Gross revenue has increased on account of additional sales volume from new production lines at various overseas locations as well as better prices in India. The overseas revenue has got further accentuated on conversion into INR by the favorable exchange rate movements during the year. However, EBITDA and net profit numbers have declined significantly due to large unrealized foreign exchange fluctuation losses on reinstatement of long term loans charged to profit & loss statement in overseas entities as per local accounting guidelines and also due to the start- up of commercial operations in various new projects which are taking time to stabilize/ramp- up.

During the year under review, many projects have become operational including the Thin PET film line in USA, Thick PET film with Resin plant in Thailand and other smaller projects like Blown PP, Extrusion Coating Line 2, and Recycling plant in Thailand and Offline Coating plant in Turkey respectively. The Resin plant in USA has started in July 2014.

More details on operations and a view on the outlook for the current year are given in the ''Management Discussion & Analysis Report'', which forms part of the Annual Report.

4. Dividend

The Board has recommended Final Dividend of Rs. 2/- per share (tax free in the hands of shareholders), which would be paid after its declaration by the Members in the ensuing Annual General Meeting.

5. Subsidiary Companies

A large proportion of your Company''s consolidated revenues and earnings pertain to the investments in subsidiaries outside India. The performance of the subsidiaries considering the business scenario during the year has been satisfactory.

Following two companies viz Polyplex Europe B.V. registered in Netherland and Polyplex Paketleme Cozumleri Sanayi ve Tickaret Anonim Sirketi registered in Turkey became step-down subsidiaries during the period under report.

In terms of General Circular No.2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, Companies have been granted general exemption from the provisions of Section 212 of the Companies Act, 1956 from attaching accounts of its subsidiaries, subject to fulfilment of conditions mentioned therein. In terms of the said circular financial data is given in the Details of the Subsidiary Companies in this report.

7. Consolidated Financial Statements

Audited Consolidated Financial Statements for the year ended March 31, 2014 under Indian GAAP are attached.

8. Directors'' Responsibility Statement

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that: -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended on March 31, 2014.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

9. Other Statutory Information

Information as required by Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of employees, are being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

10. Directors

Mr. Sanjiv Chadha retires by rotation and being eligible offers himself for reappointment.

Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan and Dr. Suresh Inderchand Surana existing non-

executive directors on the Board of the Company, whose office was liable to retirement by rotation and recognised as Independent Directors as per Clause 49 of the Listing Agreement, are now proposed to be appointed as ''Independent Directors'' as defined in Section 2(47) pursuant to Section 149(6) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Qualification of Directors) Rules, 2014 as also revised Clause 49 of the Listing Agreement, which is to come in force with effect from October 1, 2014.

Notice convening the Annual General Meeting includes the proposal for appointment / reappointment of Directors.

Pursuant to the Special Resolutions passed by the Members in the last Annual General Meeting, the Company has since received the approval from the Central Government in respect of excess remuneration paid to Mr. Pranay Kothari, Executive Director during the Financial Year 2012-13 and approval to the payment of remuneration for the Financial Year 2013-14.

11. Auditors

The Company''s Auditors M/s. Lodha & Co., Chartered Accountants, (Registration No. 301051E) retires at the forthcoming Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the said Auditors are eligible to be appointed for a maximum further period of three years. Certificate from the said Auditors has been received to the effect that they are eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 read with Rules made thereunder. Based on the recommendations of the Audit Committee, your Directors recommend the appointment of M/s. Lodha & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

12. Internal Auditors

Based on the recommendations of the Audit Committee the Board has approved the reappointment of M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2014-15.

13. Cost Auditors

M/s. Sanjay Gupta & Associates, Cost Accountants have completed the audit of the Cost Accounts of the Company for the Financial Year 2013-14 in respect of products manufactured by the Company falling under Chapter Heading 39 under the Central Excise Tariff Act, 1985.

14. Depository System

Your Company''s equity shares are being traded in ''demat'' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialised by opening an account with one of the Depository Participants.

15. Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Place : Noida Sanjiv Saraf

Date : August 13, 2014 Chairman

Mar 31, 2013

The Directors have pleasure in submitting the Twenty-eighth Annual Report and Audited Accounts for the year ended March 31, 2013.

1. Financial Highlights and Operations

The stand-alone financial performance of the Company for the year ended March 31, 2013 is summarized below:

(Rs. in Lacs)

2012-13 2011-12

Gross Revenue 99,673.57 1,04,386.26

Profit before Finance Cost, Depreciation & Amortisation and Tax and

Exceptional Items 10,327.95 22,171.87

Less : Finance Costs 2,170.68 2,648.46

Less : Depreciation & Amortisation 7,785.41 7,369.85

Profit before Tax and Exceptional Item 371.86 12,153.56

Add: Exceptional Item- Gain/ (Loss) 116.13 (7078.80)

Profit before Tax but after Exceptional Item 487.99 5,074.76

Tax expenses & prior period adjustment (23.50) (2,524.67)

Profit after Tax (PAT) 511.49 7,599.43

Add : Surplus brought forward 27,121.33 21,768.83

Profit available for Appropriations 27,632.82 29,368.26

Appropriations:

Transfer to General Reserve 52.00 760.00

Interim Dividend

Proposed Final Dividend 959.54 1,279.38

Corporate Dividend Tax 207.55

Balance surplus carried to Balance Sheet 26,621.28 27,121.33

2. Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs) 2012-13 2011-12

Gross Revenue 2,59,826.63 2,48,062.77

Profit before Finance Cost, Depreciation & Amortisation and

Tax and Exceptional Items 25,099.55 46,331.35

Less : Finance Costs 3,233.64 3,383.87

Less : Depreciation & Amortisation 14,995.40 13,082.12

Profit before Tax and Exceptional Item 6,870.51 29,865.36

Add : Exceptional Item - Gain /(Loss) (11,045.78)

Profit before Tax but after Exceptional Item 6,870.51 18,819.58

Provision for Tax & prior period adjustment 241.21 (1,989.37)

Profit after Tax before Minority Interest 6,629.30 20,808.95

Less : Minority Interest 4,506.04 11,410.52

Profit after Tax and Minority Interest 2,123.26 9,398.43

Earnings Per Share of Rs.10/- Each (Rs.) (Basic) 6.64 29.38

Earnings Per Share of Rs.10/- Each (Rs.) (Diluted) 6.64 29.38

3. Year in Retrospect

During the year under review, Company was able to maintain Consolidated Gross revenue by increasing sales volumes despite sharp decline in selling prices and margins in Plastic Films in comparison to the previous year. The fall in selling prices was due to creation of new PET film capacity globally combined with a linear and flower growth in demand.

Consolidated Net Income (before taxes, exceptional items and minority interest) for the year under report is Rs. 68.70 Crores as against Rs. 298.65 Crores during the previous year.

With a strong financial position on consolidated basis, the company is in the process of commissioning several new projects in Thailand, USA and Turkey. These new projects are expected to provide further impetus to growth and profitability in years to come besides enabling your Company to provide a much wider range of plastic films to its customers.

More details on operations and a view on the outlook for the current year are given in the ''Management Discussion & Analysis Report'', which forms part of the Annual Report.

4. Dividend

The Board has recommended Final Dividend of Rs. 3/- per share (tax free in the hands of shareholders), which would be paid after its approval by the shareholders in the ensuing Annual General Meeting.

5. Subsidiary Companies

A large proportion of your Company''s consolidated revenues and earnings pertain to the investments in subsidiaries outside India. The performance of the subsidiaries during the year has been satisfactory.

Peninsula Beverages and Foods Company Private Limited, India, EcoBlue Limited, Thailand and Polyplex Europe B.V., Netherlands became step- down subsidiaries during the period under report.

Polyplex (Americas) Inc., ceased to be step-down subsidiary of the Company upon its merger with Polyplex USA LLC w.e.f. January 31, 2013.

In terms of General Circular No.2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, Companies have been granted general exemption from the provisions of Section 212 of the Companies Act, 1956 from attaching accounts of its subsidiaries, subject to fulfilment of conditions mentioned therein. In terms of the said circular financial data is given in the Details of the Subsidiary Companies in this report.

7. Consolidated Financial Statements

Audited Consolidated Financial Statements for the year ended March 31, 2013 under Indian GAAP are attached.

8. Directors'' Responsibility Statement

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that: -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the profit of the Company for the year ended on March 31, 2013.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

9. Other Statutory Information

Information as required by Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of employees, are being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

10. Directors

Shri Ranjit Singh ceased to be Director of the Company w.e.f. October 31, 2012 upon resignation from the services of the Company.

Shri Om Prakash Mehra ceased to be Director of the Company w.e.f. February 14, 2013 upon resignation from the Board of the Company.

Your directors place on record their appreciation for the contribution made by both Directors during their tenure with the Company.

IDBI Bank Limited has nominated Shri Rakesh Awasthi as its nominee in place of Shri Ravi Kumar w.e.f. July 16, 2013.

Shri Brij Kishore Soni and Shri Jitender Balakrishnan retire by rotation and being eligible have offered themselves for reappointment.

11. Auditors

The Company''s Auditors M/s. Lodha & Co., Chartered Accountants, (Registration No. 301051E) retires at the forthcoming Annual General Meeting, and have confirmed their eligibility and willingness to be re-appointed.

12. Cost Auditors

The Board of Directors of the Company on the recommendations of Audit Committee with the approval of Central Government have re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants to audit the Cost Accounts of the Company for the Financial Year 2013-14 in respect of products manufactured by the Company falling under Chapter Heading 39 under the Central Excise Tariff Act, 1985. Cost Audit Report for the Financial Year 2012-13 is due to be filled within 180 days from the close of the Financial Year.

13. Depository System

Your Company''s equity shares are being traded in ''demat'' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialised by opening an account with one of the Depository Participants.

14. Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board Place : Noida Sanjiv Saraf

Date : August 14, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in submitting the Twenty-seventh Annual Report and Audited Accounts for the year ended March 31, 2012.

1. Financial Highlights and Operations

The standalone financial performance of the Company for the year ended March 31, 2012 is summarized below:

(Rs. in Lacs)

2011-12 2010-11

Gross Revenue 1,04,719.54 98,720.06

Profit before Finance Cost, Depreciation & Amortisation and Tax and Exceptional Items 22,774.16 31,871.25

Less : Finance Costs 3,250.75 3,529.91

Less : Depreciation & Amortisation 7,369.85 3,221.42

Profit before Tax and Exceptional Item 12,153.56 25,119.92

Add: Exceptional Item- Gain/(Loss) (7078.80) -

Profit before Tax but after Exceptional Item 5,074.76 25,119.92

Tax expenses & prior period adjustment (2,524.67) 7,466.70

Profit after Tax (PAT) 7,599.43 17,653.22

Add : Surplus brought forward 21,768.83 9,616.65

Profit available for Appropriations 29,368.26 27,269.87

Appropriations:

Transfer to General Reserve 760.00 1,780.00

Interim Dividend - 959.54

Proposed Final Dividend 1,279.38 2,238.92

Corporate Dividend Tax 207.55 522.58

Balance surplus carried to Balance Sheet 27,121.33 21,768.83

2. Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs)

2011-12 2010-11

Gross Revenue 2,48,818.49 2,46,034.72

Profit before Finance Cost, Depreciation & Amortisation and Tax and Exceptional Items 47,087.07 90,962.47

Less : Finance Costs 4,139.59 4,734.18

Less : Depreciation & Amortisation 13,082.12 8,387.28

Profit before Tax and Exceptional Item 29,865.36 77,841.01

Add : Exceptional Item - Gain/(Loss) (11,045.78) 63,687.01

Profit before Tax but after Exceptional Item 18,819.58 1,41,528.02

Tax expenses & prior period adjustment (1,989.37) 7,874.39

Profit after Tax before Minority Interest 20,808.95 1,33,653.63

Less : Minority Interest 11,410.52 28,096.69

Profit after Tax and Minority Interest 9,398.43 1,05,556.94

Earnings Per Share of Rs. 10/- Each (Rs.) (Basic) 29.38 330.03

Earnings Per Share of Rs. 10/- Each (Rs.) (Diluted) 29.38 330.03

3. Year in Retrospect

During the year under review, Company was able to maintain Consolidated Gross revenue by increasing sales volume despite sharp decline in selling prices and margins in PET Films in comparison to the exceptionally higher prices witnessed during the Previous Year. The fall in selling prices was due to creation of new PET Film capacity globally as also the ban imposed on usage of plastic films for packaging of Gutka and Pan Masala in India.

Consolidated Net Income (before taxes, exceptional items and minority interest) for the year under report Rs. 298.65 Crores as against Rs. 778.41 Crores during the Previous Year.

With a much stronger financial position on consolidated basis, the Company is implementing several new projects across Thailand, USA and Turkey. These new projects/locations are expected to provide further impetus to growth and profitability in years to come besides enabling your Company to provide a much wider range of plastic films & resins to its customers.

More details on operations and a view on the outlook for the Current Year are given in the 'Management Discussion & Analysis Report', which forms part of the Annual Report.

4. Dividend

The Board has recommended a Final Dividend of Rs.4/- per share (tax free in the hands of shareholders), which would be paid after its approval by the shareholders in the ensuing Annual General Meeting.

5. Subsidiary Companies

A large proportion of your Company's consolidated revenues and earnings pertain to the investments in subsidiaries outside India. The performance of the subsidiaries during the year has been satisfactory.

Following three companies registered in United States of America viz. PAR LLC, Polyplex America Holdings Inc., and Polyplex USA LLC, as also another Company registered in Turkey viz. Polyplex Resin Sanayi Ve Ticaret AS became step-down subsidiaries during the year under report.

In terms of General Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, Companies have been granted general exemption from the provisions of Section 212 of the Companies Act, 1956 from attaching accounts of its subsidiaries, subject to fulfilment of conditions mentioned therein. In terms of the said circular, financial data is given in the 'Details of the Subsidiary Companies' in this report.

6. Consolidated Financial Statements

Audited Consolidated Financial Statements for the year ended March 31, 2012 under Indian GAAP are attached.

7. Directors' Responsibility Statement

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that :- i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the Company for the year ended on March 31, 2012.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a 'going concern' basis.

8. Other Statutory Information

Information as required by Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of employees, are being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

9. Directors

Shri S.G. Subrahmanyan ceased to be Director of the Company due to his demise on December 27, 2011. Shri S.G. Subrahmanyan was associated with the Company since October 16, 1986. . He was the Chairman of the Company from October 16,

1986 to May 28, 2002 and Vice Chairman w.e.f. May 29, 2002. He was also the Chairman of the Audit Committee. Your directors place on record their appreciation for the contribution made by Shri S.G. Subrahmanyan during his association with the Company.

Shri Sanjiv Saraf and Shri Sanjiv Chadha retire by rotation and being eligible have offered themselves for re-appointment.

The tenure of Shri Pranay Kothari as Whole Time Director designated as Executive Director expires on September 6, 2012. Your Directors propose to re-appoint him for another term of three years on the terms and conditions contained in the Notice of the ensuing Annual General Meeting.

10. Auditors

The Company's Auditors M/s. Lodha & Co., Chartered Accountants, (Registration No. 301051E) retires at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to be re-appointed.

11. Cost Auditors

In terms of Ministry of Corporate Affairs, Cost Audit Branch, Government of India Order dated January 24, 2012, the Board of Directors of the Company on the recommendations of Audit Committee have

appointed M/s. Sanjay Gupta & Associates, Cost Accountants to audit the Cost Accounts of the Company for the Financial Year 2012-13 in respect of products manufactured by the Company falling under Chapter Heading 39 under the Central Excise Tariff Act, 1985.

12. Depository System

Your Company's equity shares are being traded in 'demat' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialised by opening a demat account with one of the Depository Participants.

13. Acknowledgement

Your Directors wish to place on record their appreciation for the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Sanjiv Saraf Chairman

Place : Noida Date : August 14, 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting the Twenty-sixth Annual Report and Audited Accounts for the year ended March 31, 2011.

1. Financial Highlights and Operations

The stand alone financial performance of the Company for the year ended March 31, 2011 is summarized below:

(Rs. in Lacs)

2010-11 2009-10

Earnings before Interest, Depreciation and Tax (EBIDTA) 31,841.85 9,607.59

Less : Interest & Finance Charges (Net) 3,500.49 848.94

Less : Depreciation 3,221.42 1,036.69

Profit before Tax 25,119.94 7,721.96

Add: Exceptional Item - Gain Ã 4.03

Profit before tax but after exceptional item 25,119.94 7,725.99

Tax expenses & prior period adjustment 7,466.70 1,728.35

Profit after Tax 17,653.24 5,997.64

Add : Surplus brought forward 9,616.65 5,720.88

Profit available for Appropriations 27,269.89 11,718.52

Appropriations

Transfer to General Reserve 1,780.00 610.00

Interim Dividend 959.54 Ã

Proposed Final Dividend 2,238.92 1,279.38

Corporate Dividend Tax 522.58 212.49

Balance surplus carried to Balance Sheet 21,768.85 9,616.65

2. Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs)

2010-11 2009-10

Net Sales and other income 2,45,167.67 1,24,030.85

Profit before Interest, Depreciation and amortisation 90,445.84 24,099.80

Profit before Tax 77,841.01 15,628.87

Add: Exceptional Item - Gain 63,687.01 4.03

Provision for Tax & prior period adjustment 7,874.39 1,899.60

Profit after Tax 1,33,653.63 13,733.30

Less : Minority Interest 28,096.69 4,334.74

Profit after Tax and Minority Interest 1,05,556.94 9,398.56

Earnings Per Share of Rs.10/- Each (Rs.) (Basic) 330.03 29.39

Earnings Per Share of Rs.10/- Each (Rs.) (Diluted) 330.03 29.26

3. Year in Retrospect

During the year under review, Consolidated Sales & Operational Income has increased by 98% over previous year, riding on the back of exceptional market conditions reflected in higher sales prices besides additional sales volumes contributed from new production lines at various locations.

Consolidated Net Income (before taxes, exceptional items and minority interest) rose five-fold. The Net Income (post minority) of Rs 1,055 Crores includes a one-time exceptional gain of Rs 637 Crores on account of part stake sale in a subsidiary during the year.

With a much stronger financial position, the company is implementing several new projects across its global footprint besides adding USA as another manufacturing hub. These new projects / locations are expected to provide further impetus to growth and profitability in years to come besides enabling your Company to provide a much wider range of plastic films to its customers.

More details on operations and a view on the outlook for the current year are given in the 'Management Discussion & Analysis Report', which forms part of the Annual Report.

4. Dividend

In addition to the Interim Dividend of Rs.6/- per share paid during the year, the Board has recommended Final Dividend of Rs 7/- per share (tax free in the hands of shareholders), on enhanced capital by way of issue of Bonus Shares in the ratio of 1 : 1 during the year, which would be paid after its approval by the shareholders in the ensuing Annual General Meeting.

5. Increase in Share Capital

During the year Company increased its Authorised Share Capital from Rs.30 Crores to Rs.34 Crores and increased Issued and Paid up Capital by Rs.15.99 Crores by issuing 1,59,92,300 Equity Shares of Rs.10/- each as Bonus Shares in the ratio of 1 : 1. The Record Date for the purpose of issue of Bonus Shares was December 25, 2010.

6. Subsidiary Companies

A large proportion of your Company's consolidated revenues and earnings pertain to the investments in subsidiaries outside India. The performance of the subsidiaries during the year has been good.

Recently, following three companies viz. PAR LLC, Polyplex America Holdings Inc. and Polyplex USA LLC, have been incorporated in the United States of America, to be the step-down subsidiaries of the Company.

In terms of General Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, Companies have been granted general exemption from the provisions of Section 212 of the Companies Act, 1956 from attaching accounts of its subsidiaries, subject to fulfilment of conditions mentioned therein. In terms of the said circular, financial data is given in the 'Details of the Subsidiary Companies'.

7. Consolidated Financial Statements

Audited Consolidated Financial Statements for the year ended March 31, 2011 under Indian GAAP are attached.

8. Directors' Responsibility Statement

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that:-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and of the profit of the Company for the year ended on March 31, 2011.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a 'going concern' basis.

9. Other Statutory Information

Information as required by Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of employees, are being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

10. Directors

Shri Om Prakash Mehra and Dr. Suresh Inderchand Surana retire by rotation and being eligible have offered themselves for re-appointment.

11. Auditors

The Company's Auditors M/s. Lodha & Co., Chartered Accountants, (Registration No. 301051E) retire at the forthcoming Annual General Meeting, and have confirmed their eligibility and willingness to be re-appointed.

12. Depository System

Your Company's equity shares are being traded in 'demat' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialised by opening an account with one of the Depository Participants.

13. Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Place : Noida Sanjiv Saraf

Date : August 8, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in submitting the Twenty-fifth Annual Report and Audited Accounts for the year ended March 31, 2010.

1. Financial Highlights and Operations

The stand-alone financial performance of the Company for the year ended March 31, 2010 is summarized below:

(Rs in Lacs)

2009-10 2008-09

Earnings before Interest, Depreciation and tax (EBIDTA) 9607.59 4207.92

Less : Interest & Finance Charges (Net) 848.94 650.63

Less : Depreciation 1036.69 845.38

Profit before Tax 7721.96 2711.91

Less: Exceptional Item (4.03) 0.00

Profit before tax but after exceptional item 7725.99 2711.91

Tax expenses & prior period adjustment 1728.35 999.38

Profit after Tax 5997.64 1712.53

Add : Surplus brought forward 5720.88 5490.06

Profit available for Appropriations 11718.52 7202.59

Appropriations

Transfer to General Reserve 610.00 172.00

Proposed Final Dividend 1279.38 1119.46

Corporate Dividend Tax 212.49 190.25

Balance surplus carried to Balance Sheet 9616.65 5720.88

2.Consolidated Working Results (Under Indian GAAP)

(Rs. in Lacs)

2009-10 2008-09

Net Sales and other income 124030.85 114123.61

Profit before Interest, Depreciation and amortisation 24099.80 25518.10

Profit before tax 15628.87 16588.05

Provision for tax & prior period adjustment 1899.60 1185.99

Profit after Tax 13733.30 15402.06

Less : Minority Interest 4334.74 4360.69

Profit after tax and Minority Interest 9398.56 11041.37

Earnings Per Share of Rs.10/- Each (Rs.) (Basic) 58.77 69.04

Earnings Per Share of Rs.10/- Each (Rs.) (Diluted) 58.27 62.58

3. Year in Retrospect

During the year under review, consolidated revenues were higher by about 9% which indicates the gradual return to normalcy from the economic crisis of the previous year.

While the Company was able to utilise its assets better through higher production / sales volumes, lower margins arising primarily out of uncompensated raw material increase and decline in selling prices resulted in a 11% fall in net profits (before minority interest).

The Companys new Greenfield facility to manufacture BOPP film, PET Film together with Chips Plant (for captive consumption) and Metallizer at Bazpur, District Udham Singh Nagar, Uttarakhand, have commenced production in the last quarter of 2009-10.

Companys subsidiary in Thailand has also commissioned a plant for manufacture of Cast Polypropylene (CPP) Film alongwith associated metallizer during the last quarter of the year.

These new projects are expected to provide further impetus to growth and profitability in years to come besides enabling your Company to provide a much wider range of plastic films to its customers.

Your Directors confirm that the funds raised in October, 2007 by way of issue of shares on preferential basis have been utilized to part finance the aforesaid projects.

More details on operations and a view on the outlook for the current year are given in the ÃManagement Discussion & Analysis Report, which forms part of the Annual Report.

4. Dividend

The Board has recommended a Dividend of Rs.8/- per share (tax free in the hands of shareholders), which would be paid after its approval by the shareholders in the ensuing Annual General Meeting.

5. Subsidiary Companies

A large proportion of your Companys consolidated revenues and earnings pertain to the investments in subsidiaries outside India. The performance of the subsidiaries during the year under review has been satisfactory.

The Central Government has exempted the Company from the provisions of Section 212(1) of the Companies Act, 1956 requiring to attach a copy of the Balance Sheet, Profit and Loss Account of

the subsidiary companies and other documents to the Annual Report of the Company. Accordingly the said documents are not being attached with this Report. The gist of the financial performance of the subsidiary companies for the Financial Year 2009-10 is attached to this Report.

6. Consolidated Financial Statements

Audited Consolidated Financial Statements for the year ended March 31, 2010 under Indian GAAP are attached.

7. Directors Responsibility Statement

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that: -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and of the Profit of the Company for the year ended on March 31, 2010.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a Ãgoing concern basis.

8. Other Statutory Information

Information as required by Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of employees, are being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

9. Directors

Shri B.K. Soni and Shri S.G. Subrahmanyan retire by rotation and being eligible have offered themselves for reappointment.

Shri Ranjit Singhs tenure as Whole Time Director expired on July 12, 2010 and he was reappointed by the Board for a further period of three years subject to approval of the shareholders.

Shri Jitender Balakrishnan was appointed as an Additional Director on the Board of the Company w.e.f. July 20, 2010 and holds office upto the ensuing Annual General Meeting. Notice from a shareholder, together with the requisite deposit, proposing his name to appoint him as a regular director has been received.

10. Auditors

The Companys Auditors M/s. Lodha & Co., Chartered Accountants, (Firm Registration No. 301051E) retire at the forthcoming Annual General Meeting, and have confirmed their eligibility and willingness to be re-appointed.

11. Depository System

Your Companys equity shares are being traded in Ãdemat form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.

12. Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions and the Bankers to the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Place : Noida Sanjiv Saraf

Date : July 20, 2010 Chairman

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