Directors Report of Polyspin Exports Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Fortieth
Annual Report on the business and operations of the
Company and Audited Financial Statements for the year
ended 31^st March, 2025.

Financial Results : ^{(Rs in Lakhs)}

Year ended Year ended

Particulars 31.03.2025 31.03.2024

Sales and other Income	22,895.15	20,611.00
Operating Profit
(Profit Before Finance Cost, Depreciation and Tax)	1,666.27	296.07
Less : Finance Cost	542.23	391.50
Profit / (Loss) before Depreciation and Tax	1,124.04	(95.43)
Less : Depreciation	437.66	316.72
Profit / (Loss) before Tax	686.38	(412.15)
Less : Tax Expenses - Current	93.42	--
Less : Tax Expenses - Deferred	214.51	(166.09)
Profit / (Loss) after tax for the year from continuing Operations	378.45	(246.06)
Add : Profit / (Loss) after tax for the year from Discontinued Operations	(110.93)	(85.45)
Add : Other Comprehensive Income	53.19	38.50
Total Comprehensive Income	320.71	(293.01)

SHARE CAPITAL

The Authorized Share Capital of the Company as on
31^st March, 2025 is Rs.5,00,00,000 consisting of 1,00,00,000
equity shares of Rs. 5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores
(Previous Year: Rs.5 Crores) consisting of 1,00,00,000 equity
shares of Rs.5 each.

There was no public issue, rights issue, bonus issue or
preferential issue, etc., during the year. Further, the Company
has not issued shares with differential voting rights or sweat
equity shares, nor has it granted any stock options during the
year under review.

DIVIDEND

Your Directors have not recommended any Dividend for the
financial year 2024-25.

TRANSFER TO RESERVE

Your Directors have approved the transfer of
Rs.1.50 crores to the General Reserves for the year ended
March 31,2025.

MANAGEMENT DISCUSSION AND ANALYSIS, REVIEW
OF THE OPERATION, CURRENT TRENDS AND FUTURE
PROSPECTS:

COMPANY PERFORMANCE

During the year, the performance of your Company was
excellent. The turnover has increased from Rs.202.21 Crores
to Rs. 225.14 Crores due to revival of the US economy from
inflation and the improvement in the order position. The table
below shows comparative quantitative figures of production
and sales of the Company''s products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Company''s Products

i.e., FIBC Bags and OE Spinning Yarn for the year ended
31.03.2025 and 31.03.2024 are as follows:

S.No. Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
1. Production	Quantity (Kgs.)	Quantity (Kgs.)
1) FIBC Bags & PP Woven Bags 1,24,29,433		1,16,86,376
2) PP Woven Fabrics	23,918	69,164
3) PP Yarn	--	1,96,040
4) Multifilament Yarn**	8,90,125	9,70,739
5) Cotton Yarn (Discontinued Operations) --		3,90,991
2. Sales
1) FIBC Bags & PP Woven Bags 1,25,30,896		1,15,52,924
2) PP Woven Fabrics	23,918	69,164
3) PP Yarn	--	1,96,040
4) Multifilament Yarn**	33,287	42,226
5) Cotton Yarn (Discontinued Operations) --		4,90,893

Multifilament Yarn**

Out of 8,90,215 Kgs. of Multifilament Yarn produced, we
have captively consumed 7,49,019 Kgs. for FIBC bags
production.

FIBC BAGS DIVISION

The FIBC Division has registered a Turnover of
Rs.225.14 Crores as against Rs.202.21 Crores of the previous
year due to improved price realization and receding inflationary
pressure in the US economy. The FIBC Market is highly
competitive with a large number of global and regional players
competing on factors such as product quality, innovation, price,
distribution network and customer service.

The global Flexible Intermediate Bulk Container (FIBC)
industry experienced notable growth during the fiscal year
2024-2025, positioning itself as a critical segment within the
industrial packaging landscape. According to recent analysis
by Straits Research, the global FIBC market reached a
valuation of USD 8.36 billion in 2024 and is expected to grow
to USD 12.86 billion by 2033, at a steady compound annual

growth rate (CAGR) of 4.9% during the forecast period
(2025-2033). This expansion reflects the increasing global
reliance on cost-effective and efficient bulk packaging
solutions.

One of the primary drivers of this growth is the surge in
international trade. Emerging economies, particularly in Asia
have shown robust economic activity leading to greater
import-export volumes. As global logistics systems demand
higher packaging standards for safety, durability and
compliance, FIBCs have become the preferred choice for
transporting bulk commodities across borders. Their versatility,
reusability and customizability further enhance their appeal
across industries.

Additionally, the healthcare sector has emerged as a
significant consumer of FIBC products. Accelerated healthcare
investments, combined with rising chronic disease cases in
regions like Asia-Pacific and the Middle East have led to
increased demand for hygienic and reliable packaging
solutions. Pharmaceutical raw materials and medical-grade
chemicals now often require FIBCs for safe transport and
storage, contributing to market expansion.

India remains at the forefront of global FIBC supply. The
Indian FIBC industry saw substantial export growth in
2024-2025, driven by its competitive manufacturing costs,
consistent product quality and enhanced production
capabilities. India currently accounts for approximately 75%
of FIBC imports into Europe and 72% into the U.S., solidifying
its role as a global market leader—especially as sourcing
preferences shift away from China.

Furthermore, the rise of e-commerce has significantly
influenced packaging demands. With online retail expected to
represent over 12% of all retail in Western Europe and over
19% in the United States, supply chain logistics have
expanded rapidly, necessitating durable and scalable
packaging solutions like FIBCs.

2024-2025 has been a transformative year for the FIBC
industry, characterized by rising global demand, sectoral
diversification and strong performance from key
manufacturing hubs like India. The industry is expected to
maintain this growth momentum, adapting to global trade
dynamics, evolving consumer markets and shifting supply
chain needs.

Following the 26% tariff announced by the Trump
administration, a temporary 90-day pause began on
April 9, 2025. A lower 10% tariff remains in effect. Thus far, this
has not significantly impacted our orders. However, we may
need to consider shared cost arrangements with clients if
conditions change. Latest news say US is to cut tariffs on
China from 145% to 30% for a 90 day period but Indian
suppliers still seem to be better positioned compared to
Chinese exporters facing steeper tariffs.

At Polyspin, we take pride in being one of India''s oldest
manufacturers and exporters of FIBCs. Our advanced
manufacturing facilities and cutting-edge machinery ensure
the highest quality of finished products. Our philosophy
centers on continuous improvement—across products,
processes, systems, and our team—enabling us to unlock new
possibilities and build strong capabilities. This drive helps us
stay focused on achieving leadership in our core business
areas while fostering long-term customer relationships. We
are committed to delivering customer satisfaction through
ongoing innovation, supported by a culture of positivity and
collaboration.

Polyspin continues to grow by focusing on its key strengths
and future opportunities. One of our major areas of focus is
research and development, where we work continuously to
enhance our manufacturing systems and improve traceability.
This leads to higher productivity and better inventory control.
We have introduced automation in supporting processes
within manufacturing, which helps us reduce manual work and
improve efficiency. Our fabric store is equipped with a barcode
system that prevents materials from staying too long in storage
and which helps in effective and efficient material movement
between departments and processes, which is important for
smooth functioning as well as maintaining UV protection in the
fabric. To manage waste better, we use automated systems
that detect defects in fabrics early, helping us reduce material
loss. All our workers are permanent employees, which allows
us to provide regular training and skill development. This
results in improved product quality and better output. We are
committed to sustainable practices with our energy needs met
through in factory solar power and our own windmill. Customer
feedbacks are thoroughly reviewed to find the root cause and
corrective actions are taken. Actions are recorded and closely
monitored. We aim to reply to all customer queries within
24 hours or within 48 hours if more clarification is needed.
These ongoing efforts help strengthen our operations and
open up new opportunities for growth in the future.

Along with general industrial risks that any company would
face, our industry specifically given the highly labour-intensive
nature of the industry, there is an ongoing risk related to
workforce management. Challenges such as high attrition
rates, skill gaps and the need for continuous training can
impact productivity and operational efficiency. Additionally,
frequent updates in government labour policies require
constant monitoring and compliance. Failure to adapt to these
regulations or maintain a stable workforce could lead to
disruptions in production, increased costs or legal
non-compliance. To mitigate this risk, Polyspin invests in
regular skill development programs, employee engagement
initiatives and closely monitors labour laws to ensure timely
and appropriate action.

We believe our employees are the foundation of our success.
We are committed to supporting them and giving back to the

communities around us. Last year, we offered career guidance
to students of class 10 and 12 and hosted a summer camp for
children. These efforts reflect our belief that a strong company
grows with a strong and supported community.

We have continued to align our operations with market trends
through focused strategy and innovation. Key highlights
include:

Strong client retention and continuous in-coming orders.

Working continuously on increasing Operational efficiencies
through automation, Time study, Motion study and focusing on
Value Added bags.

Progress in digital systems integration.

With global sourcing shifting in our favour and continued
demand, we expect sustained growth. The industry outlook
remains positive, though we will stay alert to any trade or
macroeconomic shifts.

OPEN END SPINNING DIVISION

The Company had permanently closed the operations of
textile division during the last financial year 2023-24 due to
unviability of prices and continued market slow-down. The
management has completed the realization process during
September 2024. The Machineries of Book value
Rs. 57.22 lakhs out of Total Assets held for sale of Rs.5.84
Crores were re-employed for FIBC division. The management
intends to use those machines for FIBC division and will be
disposed whenever the prospective buyers are identified.

The details of discontinued operations are as follows:

Total Profit/ (Loss) of Discontinued operations was
(Rs.110.93) Lakhs. Out of Total Losses made, the loss pertains
to sales of Machineries was Rs. 106.60 lakhs.

SOLAR PLANT

The Company has completed the installation of 1.304 MW
(1304 kWp) Roof Top Solar Power Plant at FIBC Division in
the last year with an intent to reduce the power cost through
Captive Consumption. The Solar Panels started generating
powers from April 2024 onwards. The Solar Panel has
generated 17,31,492 units during the year and these were
used for captive consumption.

CIM&MCI&I DCDCnDMAMCC . , . ..

S.No.	Particulars	31.03.2025	31.03.2024
1.	Revenue from Operations	22,513.84	20,221.32
2.	EBITDA (before exceptional items)	1,666.27	296.07
3.	Profit After Tax	378.45	(246.06)
4.	Cash Profit / (Loss)	1,124.04	(95.43)
5.	Earnings Per Share (in Rs.)	2.67	(3.31)
6.	Cash EPS (in Rs.)	11.24	(0.95)
7.	Net Worth	5,456.60	5,142.67
8.	Capital Employed	14,001.22	7,486.08
9.	Fixed Assets (including Capital Work in Progress (CWIP))	5,010.06	5,291.28

KEY FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Key
Financial Ratios for the financial year 2024-25 are given below.

S.No.	Particulars	31.03.2025	31.03.2024
1.	Debtor Turnover Ratio (in times)	6.07	7.82
2.	Inventory Turnover Ratio (in times)	5.80	5.12
3.	Interest Coverage Ratio (in times)	3.07*	(0.05)
4.	Current Ratio (in times)	1.27	1.25
5.	Debt Equity Ratio (in times)	1.57	1.45
6.	Operating Profit Margin (%) before exceptional Items	7.28*	0.02
7.	Net Profit Margin (%) after exceptional items	1.19*	(1.56)
8.	Return on Net Worth	4.90*	(6.44)
9.	Total Debt / EBITDA	5.12*	25.24
10.	Return on Capital Employed	8.78*	(0.70)

There have been significant change (i.e. 25% or more) in the
following ratios.

- For Serial No.3, 6, 7,8, 9 and 10 due to Improved revenue
and profitability.

SOURCES OF FUNDS
Own Funds

The Company''s Net Worth has increased to
Rs.5,456.62 Lakhs as on 31^st March, 2025 as against
Rs.5,142.67 Lakhs of the previous year.

Equity

The Company''s equity comprises 1,00,00,000 equity
shares with a face value of Rs.5 per share, with
Promoters holding of 46.81 % as on 31^st March, 2025.

Book Value

The Book Value of shares as on 31^st March, 2025 is
Rs.58.61 per share.

Other Equity

The Compan y''s other equ ity I n creased to
Rs. 4,956.60 Lakhs as on 31^st March, 2025 as against
Rs. 4,642.67 Lakhs of the previous year. Free reserves
constitute 100% of the other equity.

Long Term Borrowings

The Company''s Long Term borrowings stood at
Rs. 1,917.11 Lakhs as on 31^st March, 2025 compared to
Rs. 2,599.90 Lakhs of the previous year as detailed
below.

Particulars	2024-2025	2023-2024
Long Term Loan	1,535.95	2,052.26
Current Maturities of Long Term Borrowings	381.16	547.64
Total	1,917.11	2,599.90

APPLICATION OF FUNDS
Gross Block

The Company''s Gross Block of Fixed Assets increased to
Rs. 8,413.91 Lakhs as against Rs. 8,436.82 Lakhs of the
previous year.

RISK MANAGEMENT

The Company has robust management architecture.
The Company identifies categories, maps mitigation
strategies and monitors potential risks. The strategies
are drawn up considering potential risks within the short /
medium / long term outlook:

Type of Risk	Mitigation Strategy	Outlook
Industry Risk Softening demand for FIBC bags will impact offtake.	Minimize cost of production and develop long term relationships so as to the supplier of choice.	Long Term
Raw Material Risk Unavailability of raw material can diminish production capacity.	Long term relationship with suppliers of PP Granules ensures steady availability.	Short to Long Term
Regulatory Risk Change in regulation or legislation may derail production strategy.	Tracks regulations consistently and monitors statutory industry compliances or any changes to them.	Medium Term
Operational Risk Inefficient operational p ra c t i c e s c o u l d influence production cost and affect competitive.	- Maintain equipment regularly to avoid untimely breakdown. - Focuses on upgrading technology and processes to enhance efficiency. - Employs various safety precautions to reduce accidents.	Short Term
Exchange Risk Currency market volatilities may impact margins.	- Hedges export proceeds using forward contracts and avail PCFC in Foreign currency for working capital. - Focuses on obtaini ng long term contracts and spot sales that optimize offtake and realizations.	Short Term

BOARD OF DIRECTORS

At the 39^th Annual General Meeting held on 30-08-2024, the
following Directors were re-appointed as an Independent
Directors for a second term of 5 consecutive years as per the
details provided below:

Period from September 1,2024 up to August 31,2029

1. Shri S.R. Venkatanarayana Raja

2. Shri V.S. Jagdish

3. Shri R. Sundaram

Period from September 20, 2024 to September 19, 2029

Shri Rajesh Devarajan

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Smt. Durga Ramji (DIN: 00109397)
Director retire by rotation at the ensuing Annual General
Meeting, and being eligible, offer her selves for reappointment.
The Board recommend her reappointment.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the KMPs of the Company as on date are;

1. Shri R. Ramji, Managing Director

2. Shri B.Ponram, Chief Operating Officer

3. Shri S. Seenivasa Varathan, Chief Financial Officer

4. Shri A. Emarajan, Company Secretary &

Compliance Officer

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years
and are not liable to retire by rotation. No Independent
Directors retired during the Year.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and they have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act.

Pursuant to Rule 8(5) (iii) of Companies (Accounts) Rules,
2014, it is reported that, other than the above, there have
been no changes in the Directors or Key Managerial
Personnel during the year.

The Company has formulated a code of conduct for the
Directors and Senior Management Personnel, which has
been complied with.

The Audit Committee has four members, out of which three
are Independent Directors. Pursuant to Section 177(8) of
the Companies Act, 2013, it is reported that there has not been
an occasion, where the Board had not accepted any
recommendation of the Audit Committee.

Policy of Directors Appointment and Remuneration

In accordance with Section 178(3) of the Companies Act, 2013
and based upon the recommendation of the Nomination and
Remuneration Committee, the Board of Directors have
approved a policy relating to appointment and remuneration of
Directors, Key Managerial Personnel and Other Employees.
The objective of the Nomination and Remuneration Policy is to
ensure that the level and composition of remuneration is
reasonable, the relationship of remuneration to performance is
clear and appropriate to the long-term goals of the Company.
The policy also envisages and takes into account the total
involvement with dedication and human touch.

The Nomination and Remuneration Committee and this
Policy shall be in compliance with the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the policy
during the year under review.

T h e w e b a d d r e s s o f t h e P o l i c y i s a t
http://polyspin.org/admin/policy/Nomination%20Remuneratio
n%20Policy.pdf.

None of the Directors are disqualified under Section 164 of
the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act, 2013 and
Regulation 25(4) of SEBI (LODR) Regulations, 2015,
Independent Directors have evaluated the quality, quantity and
timeliness of the flow of information between the Management
and the Board, Performance of the Board as a whole and its
Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations,
2015, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of
Independent Directors, which will be based on attendance,
expertise and contribution brought in by the Independent
Directors at the Board Meeting and Committee Meetings,
which were taken into account at the time of
re-appointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations,
2015, the Board had carried out an annual evaluation of its
own performance as well as that of its Committees and
individual directors. The evaluation has been made based on
the evaluation criteria as approved by the Nomination and
Remuneration Committee.

MEETINGS

During the year under review, five meetings of the Board
were held. The details of the Board and Committee Meetings
are provided in Corporate Governance Report forming part of
this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1, the
Board of Directors of the Company confirm that the Company
has complied with the applicable Secretarial Standards.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules,
2014, it is reported that, no significant and material orders have
been passed by the Regulators or Courts or Tribunals, which
would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal
Financial Controls, which provide a reasonable assurance in

respect of providing financial and operational information,
complying with applicable statutes and policies, safeguarding
of assets, prevention and detection of frauds, accuracy and
completeness of accounting records. In accordance with Rule
8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate
with reference to the financial statements and operations
of the Company.

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor,
submits his Internal Audit Reports to the audit committee,
which are reviewed by Audit Committee as well as by the
Board. Further, the Board annually reviews the effectiveness
of the Company''s internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is
reported that the Company has not given any loans,
guarantees and no investments has been made in bodies
corporate or firm during the financial year. The particulars of
the investments already made by the Company are provided
under Note No.4 of Notes forming part of accounts of
Standalone Financial Statements.

REP O RT ON CORP ORATE GOVE RNANCE

The Company has complied with the requirements of
Corporate Governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance is annexed herewith
and it forms part of the Directors Report as per Annexure - I
as required under Schedule V (C) of LODR Regulations.
A certificate from the Secretarial Auditor confirming
compliance is also enclosed as Annexure - II, as required
under Schedule V (E) of LODR. The code of conduct as
ap proved by the board is provided in the above annexure and
website.

CORPORATE SOCIAL RESPONSIBILITY

The Company has taken corporate social responsibility
initiatives. The Committee comprising one Independent
Director and two directors has been constituted as CSR
Committee to develop CSR policy and implement the CSR
initiatives whenever it is applicable to the Company.

The CSR Policy is available at the company''s website at the
following link: http://polyspin.org/admin/policy/coporate%
20social%20 responsibility.pdf.

During the year under review, the CSR obligation was not
applicable to the Company since the Company is not fulfilled
any one of the criteria as provided in Section 135(1) of the
Companies Act, 2013.

STATUTORY AUDIT :

M/s. Krishnan and Raman (Firm Registration No. 001515S),
Chartered Accountants were appointed as Statutory Auditor of
your Company at the Annual General Meeting held on
26-08-2022 for the first term of 5 consecutive years. They
will hold office till the 42^nd Annual General Meeting to be held
in the year 2027.

The report given by the Statutory Auditor on the financial
statements of the Company for the financial year 2024-25 is
part of this Annual Report. There has been no qualification,
reservation or adverse remark given by the Auditors in their
Report.

COST AUDIT:

As per provisions of Section 148 of the Companies Act, 2013
and the Companies (Cost Records and Audit) Rules, 2014, the
Government has not notified the products of our Company to
which the Cost Audit would be applicable. Hence, the Cost
Audit was not conducted for your Company for the financial
year 2024-25.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, your
Company has appointed Mr. B. Subramanian, Company
Secretary in Practice, Chennai to conduct the Secretarial Audit
of the Company for the financial year ended 31^st March, 2025.
The Secretarial Audit Report (in Form MR - 3) is enclosed as
Annexure - III to this report.

As required under Regulation 34(3) read with Schedule V Para
C (10)(i) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Certificate from the
Secretarial Auditor that none of the Company''s Director have
been debarred or disqualified from being appointed or
continuing as Directors of the Companies is enclosed as
Annexure III A to this report.

Further, upon the recommendation of the Audit Committee,
the Board of Directors approved and recommended
for shareholders'' approval for the appointment of
Shri B. Subramanian (CP No. 2275), Practising Company
Secretary as Secretarial Auditor of the Company for a term of
five consecutive years beginning from the financial year
2025-26 as per Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section
204 of the Companies Act, 2013.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 are given in Annexure - IV to this report.

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act,
2013, the Company has uploaded the extract of Annual Return
in the Company website at www.polyspin.org. The said return
can be accessed at the following link
http://polyspin.org/admin/investor relation/Annual Return.pdf.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATES

As on March 31,2025, the Company is having one Associate
Company namely M/s. Lankaspin Private Limited, Srilanka
and does not have any Subsidiary or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 a
statement containing the salient features of the financial
statements of Associate Company in Form AOC 1 is enclosed
as Annexure V.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act,
2013 and Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Companies are
required to prepare consolidated financial statements of its
Subsidiaries and Associates to be laid before the Annual
General Meeting of the Company.

Accordingly, the consolidated financial statements
incorporating the accounts of Associate Company viz.
M/s. Lankaspin Private Limited, Srilanka along with the
Auditors'' Report thereon, forms part of this Annual Report. As
per Section 136(1) of the Companies Act, 2013, the financial
statements including consolidated financial statements are
available at the Company''s website at the following link at
www.polyspin.org.

The consolidated net profit after tax of the Company amounted
to Rs. 410.22 Lakhs for the year ended 31^st March 2025 as
against the Net Loss after tax of Rs. 278.42 Lakhs of the
previous year.

The consolidated Total Comprehensive Income for the year
under review is Rs. 463.41 Lakhs as compared to
(Rs. 239.92 Lakhs) of the previous year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSEL) ACT, 2013

The Company has constituted an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment
of Women at the work place (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress the complaints received for
sexual harassment.

During the year, the Company has not received any complaints
on sexual harassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules,

2014, it is reported that the Company has not accepted any
fixed deposit from the public during the year under section 73 of
the Act. The Company has no deposit, which is not in
compliance with the Chapter V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies
Act, 2013 and Regulation 22 of SEBI (LODR) Regulations,

2015, the Company has established a Vigil Mechanism and
has a Whistle Blower Policy. The policy is available at the
Company''s website.

A forum to enable the concerned personnel of the Company
to report any deviation or other acts which are against the
general code of conduct of personnel, business and other
activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk
management policy, as required under Regulation 17(9) of
SEBI (LODR) Regulations, 2015 and Pursuant to Section
134(3)(n) of the Companies Act, 2013. An internal Risk
Management Committee has been formed to address and
evaluate various risks impacting the Company, in practice with
reference to the forex and interest rate. At present, the
committee has not identified any element of risk which may
threaten the existence and development of the Company.

The Company has laid down a Risk Management Policy and
Procedure to inform the Board Members about the Risk
assessment and minimization process, which is a vigorous and
active process for identification and mitigation of risks. The
production and sales are monitored and any deviation from the
projected is identified, solution found and necessary
rectifications are done periodically.

Audit Committee as well as the Board of Directors has
adopted the Risk Management Policy and the Audit
Committee reviews the risk management and mitigation plan
from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the
financial position of the Company has occurred between
the end of the financial year 2024-25 and till the date of
this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the

Company and Directors are annexed as Annexure - VI and
forms part of this Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions
which could have potential conflict with the interests of the
Company. Transactions with related parties are in the ordinary
course of business and on arm''s length basis and are
periodically placed before the Audit Committee and Board for
its approvals and Form AOC-2 is enclosed as Annexure-VII.

In accordance with Indian Accounting Standard - 24 (Related
Party Disclosure), the details of transaction with Related
Parties are provided in Note No. 31 of Notes Forming Part of
Accounts of Standalone Financial Statements.

As required under Regulation 46(2)(g) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Related Party Transaction Policy is available on the
Company Website and its web link is
http://polyspin.org/admin/policy/uploaded-
62cbabf72c23d8.47105888.pdf.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most
important assets. Your Company enjoys a very cordial
relationship with workers and employees at all levels.

Your Company continuously invests in attraction, retention
and development of talent on an ongoing basis. A number of
programs that provide focused attention are currently
underway. Your Company''s thrust is on the promotion of talent
internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection
Fund (uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012, the
Company has already filed the necessary form and uploaded
the details of unpaid and unclaimed amounts lying with the
Company as on 31-03-2024 with the Ministry of Corporate
Affairs.

The Company has transferred the unclaimed dividend
amount of Rs.4,21,896/- for the financial year 2016-17 to IEPF
on 16-10-2024. The Company has also transferred
28,520 Equity shares to IEPF on 29-10-2024. The unclaimed
dividend pertaining to the year 2017-2018 will be transferred to
the IEPF on or before 11-09-2025.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of
the Company and Senior Management Personnel.

The Directors shall follow in letter and spirit the provisions as
contained in section 166 of the Companies Act, 2013. They
shall also follow general principles of pillars of character. The

same with certain variation involving their nature of work
applies to the senior management personnel. All the directors
of the board and senior management personnel have
confirmed the compliance with the code.

INSIDER TRADING

The Company has formulated and implemented the code of
conduct for prevention of insider trading with regard to the
securities by directors and designated person of the Company
as per SEBI (Prohibition of Insider Trading) Regulations, 2015
and the Code of Conduct is posted on the website of the
Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Directors confirm that;

(a) in the preparation of the annual accounts for
the year ended 31-03-2025, the applicable
accounting standard had been followed along
with proper explanation relating to material
departures;

(b) they had selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as on 31-03-2025 and profit of the
Company for the year on that date;

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

(d) they had prepared the Annual Accounts on a going
concern basis;

(e) they had laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were
operating effectively; and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record
their gratitude and sincere appreciation for the timely and
valuable assistance and support received from Bankers - Axis
Bank Limited, State Bank of India, Share Transfer Agent,
Sundaram Finance Limited, Customers, Suppliers,
Shareholders and Regulatory Authorities.

The Board also expresses and records its appreciation for
the hard and dedicated efforts of the employees as a team
at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

S.V. RAVI R.RAMJI

Place : Rajapalayam Director Managing Director & CEO

Date : May 29, 2025 (DIN : 00121742) (DIN : 00109393)

---

Mar 31, 2024

The Directors have pleasure in presenting the Thirty Ninth Annual Report on the working of the Company and Audited Accounts for the year ended 31^st March, 2024.

Financial Results :		(Rs. in Lakhs)
	Year ended	Year ended
Particulars	31.03.2024	31.03.2023
Sales and other Income	20,611.00	21,260.31
Operating Profit
(Profit Before Finance Cost, Depreciation and Tax)	296.07	840.09
Less : Finance Cost	391.50	310.10
Profit / (Loss) before Depreciation and Tax	(95.43)	529.99
Less : Depreciation	316.72	274.31
Profit / (Loss) before Tax	(412.15)	255.68
Less : Provision for Taxation - Current	--	46.50
Less : Provision for Taxation - Deferred	(166.09)	(4.46)
Profit / (Loss) after tax for the year from continuing Operations	(246.06)	213.64
Add : Profit / (Loss) after tax for the year from Discontinued Operations (85.45)		(122.76)
Add : Other Comprehensive Income	38.50	(148.56)
Total Comprehensive Income	(293.01)	(57.68)

The Previous figures has been re-arranged for the purpose of Providing Company''s discontinued operation.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 is Rs.5,00,00,000 consisting of 1,00,00,000 equity shares of Rs. 5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores (Previous Year: Rs.5 Crores) consisting of 1,00,00,000 equity shares of Rs.5 each.

There was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. Further, the Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the year under review.

DIVIDEND

Your Directors have not recommended any Dividend for the financial year 2023-24 due to loss incurred by the Company. TRANSFER TO RESERVE

In view of the loss for the year ended March 31,2024, there is no transfer to General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year, the performance of your Company was satisfactory. The turnover has decreased from Rs.212.60 Crores to Rs. 206.11 Crores due to slowdown in USA Market, the fluctuation in International raw material prices and the operations of Textile Division closed from June 16, 2023. The table below shows comparative quantitative figures of production and sales of the Company''s products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Company''s Products

i.e., FIBC Bags and OE Spinning Yarn for the year ended 31.03.2024 and 31.03.2023 are as follows:

S.No. Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
1. Production	Quantity (Kgs.)	Quantity (Kgs.)
1) FIBC Bags & PP Woven Bags 1,16,86,376		1,00,26,913
2) PP Woven Fabrics	69,164	1,12,632
3) PP Yarn	1,96,040	2,88,913
4) Multifilament Yarn**	9,70,739	8,57,003
5) Cotton Yarn (Discontinued Operations) 3,90,991		16,97,658
2. Sales
1) FIBC Bags & PP Woven Bags 1,15,52,924		1,01,26,610
2) PP Woven Fabrics	69,164	1,12,632
3) PP Yarn	1,96,040	2,88,913
4) Multifilament Yarn**	42,226	32,396
5) Cotton Yarn (Discontinued Operations) 4,90,893		16,18,124

Multifilament Yarn**

Out of 9,70,739 Kgs. of Multifilament Yarn produced, we have captively consumed 9,28,513 Kgs. for FIBC bags production.

FIBC BAGS DIVISION

The FIBC Division has registered a Turnover of Rs.198.62 Crores as against Rs.205.17 Crores of the previous year due to slowdown in USA Market and the fluctuation in International raw material prices. The FIBC Market is highly competitive with a large number of global and regional players competing on factors such as product quality, innovation, price, distribution network and customer service.

The Strength of FIBC market are cost effective packaging solution, versatile & customizable design, wide range of applications & end use industries and FIBC bags are lightweight, durable & easy to handle. The weakness are depending on the raw material prices & its availability, compliance with regulatory standards & certifications, limited product differentiation & brand recognition and vulnerability to market fluctuation & slowdown.

The opportunities are technology advancement, product innovation, sustainability initiatives & eco-friendly solutions and strategic partnership & collaborations. The threats are fluctuation in raw material prices, intense competition from alternative packaging solutions, regulatory compliances & quality assurance requirements and economic downturns & geopolitical uncertainties.

The FIBC Market size is estimated at USD 5.14 billion in 2024, and is expected to reach USD 7.22 billion by 2029, growing at a CAGR of 5.81% during the forecast period (2024-2029).

The FIBC Market is expected to witness steady growth in the coming years driven by increasing demand from end-use industries such as agriculture, chemicals, construction, food and beverages, pharmaceuticals and logistics. Factors such as globalization, urbanization, infrastructure development and the shift towards sustainable packaging solutions are expected to drive market expansion. However, challenges such as raw material price volatility, regulatory compliance and competition from alternative packaging solutions may pose constraints to market growth. Continued investment in innovation, sustainability, digitalization and partnership are essential for industry participants to stay competitive and capitalize on emerging opportunities in the evolving FIBC market landscape.

With the continuous efforts towards strengthening the operational efficiency and cost control through the various measures such as erection of Solar Power Plant, Standardization of supply chains and other decisive internal measures, the Company is optimistic about the better financial performance in the forthcoming financial years.

OPEN END SPINNING DIVISION

The textile division has registered a Turnover of Rs.10.26 Crores as against Rs. 33.20 Crores of the previous year. On June 16, 2023, the Company has temporarily stopped the production of spinning division considering the unremunerative sale price of yarn and continuous increase in raw material prices. Subsequently, the Board of Directors at their meeting held on August 14, 2023 has approved the permanent closure of operations of this division considering the following factors persist in the past several years.

1. Market conditions are not favorable

2. Unremunerative selling price of yarn.

3. Unpredictable frequent increase in Rawmaterial prices, but no increase in selling price of yarn.

4. The performance of the division was not satisfactory.

The above factors making unviable to run the division. The Land and Buildings are currently used for phased expansion of FIBC Division. Also, the Company is in the process of selling Machineries and other movable assets of this division and is expected to complete by September 2024.

SOLAR PLANT

During the year, the Company has installed the 1.304 MW (1304 kWp) Roof Top Solar Power Plant at FIBC Division at the cost of Rs.5.78 Crores with an intent to reduce the power cost through Captive Consumption. The Solar Panels started generating powers from April 2024 onwards. The full benefits of this investment will be seen from the financial year 2024-25.

FINANCIAL PERFORMANCE		(Rs.in Lakhs)
S.No.	Particulars	31.03.2024	31.03.2023
1.	Revenue from Operations	20,221.32	24,582.39
2.	EBITDA (before exceptional items)	296.07	867.40
3.	Profit After Tax	(246.06)	90.88
4.	Cash Profit / (Loss)	(95.43)	535.88
5.	Earnings Per Share (in Rs.)	(3.31)	0.91
6.	Cash EPS (in Rs.)	(0.95)	5.36
7.	Net Worth	5,142.67	5,325.41
8.	Capital Employed	7,486.08	7,267.67
9.	Fixed Assets (including Capital Work in Progress (CWIP))	5,291.28	4,972.27

The figures of financial year 2022 - 2023 includes the details of discontinued operation (Textiles Division) during the current financial year .The Published figures of Financial year 2023 have been re-presented for the financial Reporting requirements to show the comparative results of discontinued operation as a separate line item in the Statement of profit and Loss account as required by IND AS-1

KEY FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Financial Ratios for the financial year 2023-24 are given below.

S.No.	Particulars	31.03.2024	31.03.2023
1.	Debtor Turnover Ratio (in times)	7.82	6.66
2.	Inventory Turnover Ratio (in times)	5.12	6.51
3.	Interest Coverage Ratio (in times)	(0.05)*	1.40
4.	Current Ratio (in times)	1.25	1.22
5.	Debt Equity Ratio (in times)	1.45	1.31
6.	Operating Profit Margin (%) before exceptional Items	0.02*	0.95
7.	EBITDA Margin (%)	1.46*	3.59
8.	Net Profit Margin (%)	(1.56)*	0.38
9.	Total Debt / EBITDA	25.24*	8.06
10.	Return on Capital Employed	(0.70)*	3.77

There have been significant change (i.e. 25% or more) in the following ratios.

- For Serial No.3, 6, 7, 9 and 10 due to lower revenue and profitability.

- For Serial No.8 due to significant reduction in revenue from operation.

SOURCES OF FUNDS Own Funds

The Company''s Net Worth has decreased to Rs.5,142.67 Lakhs as on 31^st March, 2024 as against Rs.5,325.41 Lakhs of the previous year.

Equity

The Company''s equity comprises 1,00,00,000 equity shares with a face value of Rs.5 per share, with Promoters holding of 47.79 % as on 31^st March, 2024.

Book Value

The Book Value of shares as on 31^st March, 2024 is Rs.51.43 per share.

Other Equity

The Company''s other equity decreased to Rs. 4,642.67 Lakhs as on 31^st March, 2024 as against Rs. 4,825.41 Lakhs of the previous year. Free reserves constitute 100% of the other equity.

Long Term Borrowings

The Company''s Long Term borrowings stood at Rs. 2,599.90 Lakhs as on 31^st March, 2024, compared to Rs. 1,851.66 Lakhs of the previous year as detailed below.

(Rs.in Lakhs)
Particulars	2023-2024	2022-2023
Long Term Loan	2,052.26	1,329.39
Current Maturities of Long Term Borrowings	547.64	522.27
Total	2,599.90	1,851.66

APPLICATION OF FUNDS Gross Block

The Company''s Gross Block of Fixed Assets increased to Rs. 9,537.11 Lakhs as against Rs. 8,436.82 Lakhs of the previous year.

RISK MANAGEMENT

The Company has robust management architecture. The Company identifies categories, maps mitigation strategies and monitors potential risks. The strategies are drawn up considering potential risks within the short / medium / long term outlook:

Type of Risk	Mitigation Strategy	Outlook
Industry Risk Softening demand for FIBC bags will impact offtake.	Minimize cost of production and develop long term relationships so as to the supplier of choice.	Long Term
Raw Material Risk Unavailability of raw material can diminish production capacity.	Long term relationship with suppliers of PP Granules ensures steady availability.	Short to Long Term
Regulatory Risk Change in regulation or legislation may derail production strategy.	Tracks regulations consistently and monitors statutory industry compliances or any changes to them.	Medium Term
Operational Risk Inefficient operational practices could influence production cost and affect competitive.	- Maintain equipment regularly to avoid untimely breakdown. - Focuses on upgrading technology and processes to enhance efficiency. - Employs various safety precautions to reduce accidents.	Short Term
Exchange Risk Currency market volatilities may impact margins.	- Hedges export proceeds using forward contracts and avail PCFC in Foreign currency for working capital. - Focuses on obtaining long term contracts and spot sales that optimize offtake and realizations.	Short Term

BOARD OF DIRECTORS

Shri R. Ramji (DIN: 00109393) was re-appointed as Managing Director of the Company for a period of 3 years from 01-04-2024 to 31-03-2027 at the Annual General Meeting held on 25-08-2023.

In accordance with the provisions of the Companies Act, Shri S.V. Ravi (DIN: 00121742) Director retire by rotation at the ensuing Annual General Meeting and is being eligible offer himselves for reappointment.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the KMPs of the Company as on date are;

1. Shri R. Ramji, Managing Director

2. Shri S. Seenivasa Varathan, Chief Financial Officer

3. Shri A. Emarajan, Company Secretary & Compliance Officer

4. Shri B. Ponram, Chief Operating Officer

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years and are not liable to retire by rotation.

At the Annual General Meeting held on 12-08-2019 & 12-08-2020 respectively, the following Directors were appointed as an Independent Directors for a first term of 5 consecutive years as per the details provided below :

Period from September 1,2019 up to August 31,2024

1. Shri S.R. Venkatanarayana Raja (DIN: 01226624)

2. Shri V.S. Jagdish (DIN: 08452900)

3. Shri R. Sundaram (DIN: 01361345)

Period from September 20, 2019 to September 19, 2024

Shri Rajesh Devarajan (DIN: 01153112) - At the AGM held on 12-08-2020.

The existing terms of above Independent Directors will expire during August 2024 and September 2024 respectively. As per Section 149 (10) of the Companies Act, 2013, the above Independent Directors are eligible for re-appointment for a second term of 5 consecutive financial years on passing of a Special Resolution at the General Meeting of the Company.

Accordingly, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 27-05-2024, the Board of Directors at their meeting held on 27-05-2024 have re-appointed the above Independent Directors for a second term of 5 consecutive years starting from 01-09-2024 and 20-09-2024 respectively. Approval of the members being sought for their re-appointment as set out in the Notice convening this Annual General Meeting.

No Independent Directors retired during the year. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

Pursuant to Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year.

The Company has formulated a code of conduct for the Directors and Senior Management Personnel, which has been complied with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

Policy of Directors Appointment and Remuneration

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and

Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long-term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

The Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the policy during the year under review.

The web address of the Policy is at http://polyspin.org/admin/ policy/Nomination%20Remuneration%20Policy.pdf.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, 2015, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Directors at the Board Meeting and Committee Meetings, which shall be taken into account at the time of re-appointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board had carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The evaluation has been made based on the evaluation criteria as approved by the Nomination and Remuneration Committee.

MEETINGS

During the year under review, five meetings of the Board were held. The details of the Board and Committee Meetings are provided in Corporate Governance Report forming part of this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1, the Board of Directors of the Company confirm that the Company has complied with the applicable Secretarial Standards.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls, which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements and operations of the Company.

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor, submits his Internal Audit Reports to the audit committee, which are reviewed by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm during the financial year. The particulars of the investments already made by the Company are provided under Note No.4 of Notes forming part of accounts of Standalone Financial Statements.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure - I as required under Schedule V (C) of LODR Regulations. A certificate from the Secretarial Auditor confirming compliance is also enclosed as Annexure - II, as required under Schedule V (E) of LODR. The code of conduct as approved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

The Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors has been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

The CSR Policy is available at the Company''s website at the following link: http://polyspin.org/admin/policy/coporate% 20social%20 responsibility.pdf.

During the year under review, the CSR obligation was not applicable to the Company since the Company is not fulfilled any one of the criteria as provided in Section 135(1) of the Companies Act, 2013.

STATUTORY AUDIT :

M/s. Krishnan and Raman (Firm Registration No. 001515S), Chartered Accountants were appointed as Statutory Auditor of your Company at the Annual General Meeting held on 26-08-2022 for the first term of 5 consecutive years. They will hold office till the 42^nd Annual General Meeting to be held in the year 2027.

The report given by the Statutory Auditors on the financial statements of the Company for the financial year 2023-24 is part of this Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDIT :

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our Company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your Company for the financial year 2023 - 24.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report (in Form MR - 3) is enclosed as Annexure - III to this report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from the S ecre tar i a l Auditor that none of the Company''s Director have been debarred or disqualified from being appointed or continuing as Directors of the Companies is enclosed as Annexure III A to this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 are given in Annexure - IV to this report.

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act, 2013, the Company has uploaded the extract of Annual Return in the Company website at www.polyspin.org. The said return can be accessed at the following link http://polyspin.org/admin/investor relation/Annual Return.pdf.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As on March 31,2024, the Company is having one Associate Company namely M/s. Lankaspin Private Limited, Srilanka and does not have any Subsidiary or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of Associate Company in Form AOC 1 is enclosed as Annexure V.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Associate Company viz. M/s. Lankaspin Private Limited, Srilanka along with the Auditors'' Report thereon, forms part of this Annual Report. As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Company''s website at the following link at www.polyspin.org.

The consolidated net Loss after tax of the Company amounted to Rs. 278.42 Lakhs for the year ended 31^st March 2024 as against the Net Profit after tax of Rs. 537.46 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under review is (Rs. 239.92 Lakhs) as compared to Rs. 388.90 Lakhs of the previous year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013

The Company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received for sexual harassment.

During the year, the Company has not received any complaints on sexual harassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, it is reported that the Company has not accepted any fixed deposit from the public during the year under section 73 of the Act. The Company has no deposit, which is not in compliance with the Chapter V of the Companies Act, 2013.

The Company has received a sum of Rs. 190 Lakhs from Directors as deposit / loan during the financial year 2023 - 2024. The loans from Directors are not treated as deposits under Chapter V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy, as required under Regulation 17(9) of SEBI (LODR) Regulations, 2015 and Pursuant to Section 134(3)(n) of the Companies Act, 2013. An internal Risk Management Committee has been formed to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present, the committee has not identified any element of risk which may there after the existence and development of the Company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors has adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year 2023-24 and till the date of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VI and forms part of this Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business and on arm''s length basis and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure-VII.

In accordance with Indian Accounting Standard - 24 (Related Party Disclosure), the details of transaction with Related Parties are provided in Note No. 32 of Notes Forming Part of Accounts of Standalone Financial Statements.

As required under Regulation 46(2)(g) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Related Party Transaction Policy is available on the Company Website and its web link is http://polyspin.org /admin/policy/uploaded-62cbabf72c23d8.47105888.pdf.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company enjoys a very cordial relationship with workers and employees at all levels.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your Company''s thrust is on the promotion of talent internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31-03-2023 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount of Rs.4,14,360/- for the financial year 2015-16 to IEPF on 09-10-2023. The Company has also transferred 36,400 Equity shares to IEPF on 27-10-2023. The unclaimed dividend pertaining to the year 2016-17 will be transferred to the IEPF on or before 24-10-2024.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the Company and Senior Management Personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The Company has formulated and implemented the code of conduct for prevention of insider trading with regard to the

securities by directors and designated person of the Company as per SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct is posted on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that;

(a) in the preparation of the annual accounts for the year ended 31-03-2024, the applicable accounting standard had been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31-03-2024 and of the loss of the Company for the year on that date;

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

(d) they had prepared the Annual Accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers - Axis Bank Limited, State Bank of India, Share Transfer Agent, Customers, Suppliers, Shareholders and Regulatory Authorities.

The Board also expresses and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.

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Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the working of the company and Audited Accounts for the year ended 31^st March, 2018.

Financial Results	Year ended 31.03.2018 Rs.	Year ended 31.03.2017 Rs.
Sales and other Income	181,44,49,955	155,98,35,006
Operating Profit (Profit before interest, Depreciation and Tax) 14,99,50,195 Less : Interest 4,45,78,795		11,76,50,728 3,97,90,379
Profit before Depreciation and Tax Less : Depreciation	10,53,71,400 2,89,63,377	7,78,60,349 2,79,48,586
Profit before Tax Add : Other comprehensive income	7,64,08,023 1,51,141	4,99,11,763 56,78,308
Less : Provision for Taxation - Current Less : Provision for Taxation - Deferred	7,65,59,164 2,26,00,000 36,00,000	5,55,90,071 1,15,00,000 67,50,000
	5,03,59,164	3,73,40,071

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.20 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However, Tax on the Dividend amounting to Rs. 9.79 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year under review the performance of your company was good. The turnover has increased from Rs.155.98 Crores to Rs. 181.44 Crores which is about 16.32% increase over the previous year''s turnover. The table below shows comparative quantitative figures of production and sales of the company''s products. There has been a marked improvement in the quantity wise production and sales over the previous year''s figures.

PRODUCTION AND SALES

Quantity of Production and Sale of the Company''s products i.e., FIBC bags and OE Spinning yarn for the year ended 31.03.2017 and 31.03.2018 are as follows:

	Year ended 31.03.2018		Year ended 31.03.2017
1. Production	Quantity (Kgs.)		Quantity (Kgs.)
1) FIBC Bags & PP Woven Bags		90,68,342	72,39,476
2) PP Woven Fabrics		2,08,361	1,24,021
3) PP Yarn		1,63,890	13,84,579
4) Paper Bags		55,853	44,994
5) Cotton Yarn & Fabric		19,41,611	17,69,832
2. Sales
1) FIBC Bags & PP Woven Bags		91,32,972	74,76,099
2) PP Woven Fabrics		2,08,361	1,24,021
3) PP Yarn		1,63,890	13,84,579
4) Paper Bags		55,853	52,263
5) Cotton Yarn & Fabric		19,94,502	18,10,339

CURRENT TREND AND FUTURE PROSPECTS:

As per the Report on the World Economic outlook by the International Monetary Fund, the Global economic activity continues to firm up and the Global output is estimated for 2018 and 2019 at 3.9 percent. The revision reflects increased global growth momentum and the expected impact of the recently approved U.S. tax policy changes.

The U.S. tax policy changes are expected to stimulate activity, with the short-term impact in the United States mostly driven by the investment response to the corporate income tax cuts. The effect on U.S. growth is estimated to be positive through 2020. The effects of the package on output in the United States and its trading partners contribute about half of the cumulative revision to global growth over 2018-19.

Further Market research analysts predict that the flexible intermediate bulk container (FIBC) market will grow steadily during the next four years and the constantly increasing demand from diverse sectors including food and horticulture due to the increase in production and trade of horticulture products and in the chemical and fertilizer sectors.

Since the company''s products i.e., FIBC bags are mostly exported to U.S and Europe markets, the indications in the global growth forecast will strengthen the company''s growth as well. Sustained growth will certainly result in a better profitability in the near future.

There was a remarkable increase in the production of FIBC bags during the financial year ended 31.03.2018 from 72,39,476 Kgs to 90,68,342 Kgs and the sales had increased from 74,76,099 Kgs., to 91,32,972 Kgs an increase of 22.16%.

The prospects for the current year is promising and your directors are hopeful of achieving better results barring any unforeseen circumstances.

BOARD OF DIRECTORS

SRI.S.R.SUBRAMANIAN, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

SRI.VAIDYANATHAN PANCHAPAGESAN was appointed as an additional director on 31st October, 2017 and holds office till conclusion of this Annual General Meeting and being eligible, your directors recommend for his appointment as a Director of the company subject to the approval of the members.

Declaration by Independent Directors:- The Independent Directors of the company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

Policy of Directors Appointment and remuneration: - In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

None of the Director is disqualified under Section 164 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. Pursuant to Schedule II Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Directors at the Board Meeting, which shall be taken into account at the time of re-appointment of Independent Director.

MEETINGS

During the year Five Board Meetings were held. The details of the Meetings of the Board and its various Committees are given in the Corporate Governance Report.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

INTERNAL AUDIT

Sri. P.S. Ramadoss ACA (F.No:201506) the Internal Auditor, submits Quarterly reports to the audit committee which are reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm during the financial year.

REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the requirements of Corporate Governance as stipulated in Listing obligations and Disclosure Requirements. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure - I as required under Schedule V (C) of LODR. A certificate from the Secretarial Auditor confirming compliance is also attached as Annexure -

II, as required under Schedule V (E) of LODR. The code of conduct as approved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors has been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

The company has contributed Rs.1,32,512/- to health care and education projects during the financial year. There are certain other projects which have been identified and depending upon their implementation and fulfillment, balance contribution will be made in due course. The material disclosure is made in Annexure - III.

AUDITORS:

The board of directors recommend for the appointment of M/S. SRITHAR AND ASSOCIATES (Firm Registration No. 015896S), Chartered Accountants, Chennai, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of 37^th Annual General

Meeting for the balance period of first term of five years, subject to the approval of the share holders at the forthcoming 33^rd Annual General Meeting of the company.

COST AUDITORS:

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your company for the financial year 2017 - 18.

SECRETARIAL AUDITOR

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Your Company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31^st March, 2018.

The Secretarial Audit Report (in Form MR - 3) is attached as Annexure - IV to this report.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure - V to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

There are no Subsidiaries or Joint Ventures and there is an associate company viz., M/s. Lankaspin Private Limited, Srilanka. The particulars of the Associate Company are given in Form AOC 1 as per Annexure VI.

EXTRACT OF ANNUAL RETURN

The Annual Return for the financial year ended 31^st March, 2018 in Form No: MGT-7 pursuant to Section 92 of Companies Act, 2013 and Rule 12 (2) of the Companies (Management and Administration) Rules, 2014, is being placed on the website of the company www.polyspin.org.

WOMEN AT WORK PLACE

The company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the sexual harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, the company has not received any complaints of harassment.

PUBLIC DEPOSITS:-

The company has not accepted any fixed deposit from the public during the year under section 73 of the Act.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the LODR, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

Company has developed and implemented a risk management policy, as required under Regulation 17(9) of LODR and Pursuant to Section 134(3)(n) of the Companies Act, 2013. A committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present the board has not identified any element of risk which may threaten the existence and development of the company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. Necessary inputs are provided to the Audit Committee on a monthly basis. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors have adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year 2017-18 and till the date of this report.

PERSONNEL

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VII and forms part of this Report.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm''s length basis and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure- VIII.

An omnibus approval by the Audit committee is granted with reference to each party and the ceiling amount. Since the transactions are at an arm''s length basis, there is no significance.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and in compliance with the Regulations of LODR. This Policy was considered and approved by the Board, which has been uploaded on the website of the Company.

HUMAN RESOURCES

Your company treats its “human resources” as one of its most important assets. Your company enjoys a very cordial relationship with workers and employees at all levels.

Your company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your Company''s thrust is on the promotion of talent internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the company, as on the date of last AGM 26^thSeptember, 2017 with the Ministry of Corporate Affairs. An amount of Rs. 3,34,294/- unclaimed dividend pertaining to the year 2011 will be transferred to the IEP Fund before 03.10.2018.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the company and senior management personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The company has formulated and implemented the code of conduct for prevention of insider trading with regard to

the securities by directors and designated person of the company as per SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct is posted on the web site of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers -City U n ion Ba nk, Share Transfer Agents, Customers, Suppliers, Share Holders and Regulatory Authorities.

The Board also expresses and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

S.V. RAVI R.RAMJI

Place : Rajapalayam Director Managing Director & CEO

Date : 29.05.2018 (DIN : 00121742) (DIN : 00109393)

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Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting the Thirty-first Annual Report on the working of the company and Audited Accounts for the year ended 31^st March, 2016.

Year ended 31.03.2016 Financial Results Rs.		Year ended 31.03.2015 Rs.
Sales and other Income	136,46,99,037	144,30,59,650
Operating Profit (Profit before interest, Depreciation and Tax) Less : Interest	10,27,38,217 3,62,43,917	11,39,40,528 4,30,29,433
Profit before Depreciation and Tax Less : Depreciation	6,64,94,300 2,15,67,705	7,09,11,095 1,96,53,803
Profit before Tax Surplus Brought forward from previous year Add : Provision for Tax 2009 - 10 (withdrawn)	4,49,26,595 23,40,423	5,12,57,292 28,97,727 1,14,873
	4,72,67,018	5,42,69,892
Less: Provision for Taxation-Current Provision for Deferred Tax Provision for Taxation (earlier years) Provision for Dividend Tax (2014-15)	95.84.000 62.53.000 17,452	1,43,00,000 36,00,000 2,69,757
Profit available for appropriation	3,14,12,566	3,61,00,135
Your directors propose to appropriate the same as follows Proposed Dividend @ 12% 48,00,000 Tax on Proposed Dividend 9,77,167 Transfer to General Reserve 2,30,00,000 Balance carried over to Balance Sheet 26,35,399		48,00,000 9,59,712 2,80,00,000 23,40,423
	3,14,12,566	3,61,00,135

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.20 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However, Tax on the Dividend amounting to Rs. 9.77 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year under review the performance of your company was moderate. The turnover has decreased from Rs.144 Crores to Rs. 136 Crores. The table below shows comparative figures of production and sales of the company''s products in quantity. There has been a marked improvement in the production and sales, quantitywise.

P RODUCTION AND SALES

The Production and Sale of the Company''s products, FIBC bags and OE Spinning yarn were as follows :

Year ended 31.03.2016		Year ended 31.03.2015
1. Production	Quantity (Kas.)	Quantity (Kas.)
1) FIBC Bags & PP Woven Bags 62,20,520		59,81,687
2) PP Woven Fabrics	1,17,173	41,004
3) PP Yarn	12,13,348	9,07,742
4) Paper Bags	64,466	50,285
5) Cotton Yarn & Fabric	23,09,988	24,73,092
2. Sales
1) FIBC Bags & PP Woven Bags 63,32,535		59,72,835
2) PP Woven Fabrics	1,17,173	41,004
3) PP Yarn	12,13,348	9,07,742
4) Paper Bags	57,197	51,425
5) Cotton Yarn & Fabric	23,34,830	24,49,668

Products exported from India increased 1.27% in June to $ 22.57 billion after declining for 18 straight months. Imports were 7.33 lower narrowing the trade deficits. The outlook is not clear for the time being in view of Brexit. Some companies have declared benefits and some have expressed apprehension. However, our company is not likely to have any impact. Many Economic strategists have predicted increase in all fronts of development both Domestic and International.

The price of crude oil has fallen and correspondingly our raw material price has also fallen. But the profitability has not changed much though there has been a decrease. As against 6981 Tons exported during the year 2014 - 15, the exports of the company''s product for the year 2015 - 16 is 7615 Tons. The increase is 634 Tons and 9.08%. The company has taken steps to maintain profitability. The company has implemented policies and actions to increase the quantum of exports. Consequently, constant up-gradation and expansion facilities both quantity and quality wise are in progress. Taking into account the specific requirement of customer, your company has constantly performed well and shall continue to do so.

The cotton yarn production and sales were severely affected due to the certain problems which are present in our country with respect to cotton and yarn. The total sales were 2449 Tons for the year 2014 - 15 as against 2334 Tons for the year 2015 -

16. It is expected that subject to favorable economic condition, the prospects for the current year is likely to be better.

BOARD OF DIRECTORS

Smt. Durga Ramji, Director, retries by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for reappointment.

Declaration by Independent Directors: - The Independent Directors of the company have declared that they meet the criteria of Independence in terms of Section 149 (6) of the Companies Act, 2013, and that there is no change in their status of Independence.

Policy of Directors Appointment and remuneration: -

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

None of the Director is disqualified under Section 164 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134 (3) (p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, performance of the Board as a whole and its Members and other required matters. Pursuant to Schedule II Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS

During the year, Five Board Meetings were held. The details of the Meetings of the Board and its various Committees are given in the Corporate Governance Report.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

INTERNAL AUDIT :

Sri. P.S. Ramanathan, the Internal Auditor, submits Quarterly reports to the audit committee which are reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm.

REPORTON CORPORATE GOVERNANCE:

The Company has complied with the requirements of Corporate Governance as stipulated in Listing obligations and Disclosure Requirements. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure - I as required under Schedule V (C) of LODR. A certificate from the Secretarial Auditor confirming compliance is also attached as Annexure -II , as required under Schedule V (E) of LODR. The code of conduct as approved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors has been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

The company has contributed Rs.1,30,000/- to healthcare projects. There are certain other projects which have been identified and depending upon their implementation and fulfillment, balance contribution will be made in due course. The material disclosure in made in Annexure - III.

AUDITORS :

M/s. Krishnan & Raman, Chartered Accountants, were appointed as Auditors of the company for a period of three years by the members of the company in the Annual General Meeting held on 03.09.2014. The appointment for the year 2016 - 2017 is to be ratified by the member at the ensuing Annual General Meeting. The Audit Committee considered their eligibility under provisions of Companies Act, 2013. The Auditors have confirmed their eligibility for their reappointment, under Section 141 of the Companies Act, 2013.

COST AUDITORS:

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your company for the financial year 2015 - 16.

SECRETARIAL AUDITOR

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Your company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai, to conduct the Secretarial Audit of the Company for the Financial year ended 31^st March, 2016.

The Secretarial Audit Report (in Form MR - 3) is attached as Annexure - IV to this report.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure - V to this report.

EXTRACT OF ANNUAL RETURN

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - VI.

WOMEN AT WORK PLACE

The company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the sexual harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, the company has not received any complaints of harassment.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the LODR, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

Company has developed and implemented a risk management policy, as required under Regulation 17(9) of LODR and Pursuant to Section 134(3)(n) of the Companies Act, 2013. A committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present the board has not identified any element of risk which may threaten the existence and development of the company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. Necessary inputs are provided to the Audit Committee on a monthly basis. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors have adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

PERSONNEL

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VII and forms part of this Report.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm''s length and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure- VIII. An omnibus approved by the Audit committee is granted with reference to each party and the ceiling amount. Since the transactions are at an arm''s length basis, there is no significance.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board, which has been uploaded on the website of the Company.

HUMAN RESOURCES

Your company treats its “human resources” as one of its most important assets. Your company enjoys a very cordial relationship with workers and employee at all levels.

Your company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the company, as on the date of last AGM 29^th September, 2015 with the Ministry of Corporate Affairs. An amount of Rs. 3,07,534.40 unclaimed dividend pertaining to the year 2009 will be transferred to the IEP Fund before 20.09.2016.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the company and senior management personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The company has formulated and implemented the code of conduct for prevention of insider trading with regard to the securities by directors and designated person of the company as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers - City Union Bank, Share Transfer Agents, Customers, Suppliers, Share Holders and Regulatory Authorities.

The Board also express and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place : Rajapalayam s.V RAVI R.RAMJI

Date : 29.07.2016 Director Managing Director

---

Mar 31, 2015

The Directors have pleasure in presenting the Thirtieth Annual Report on the working of the company and Audited Accounts for the year ended 31s' March, 2015.

Financial Results Year ended 31.03.2015 Year ended 31.03.2014 Rs. Rs.

Sales and other Income 144,30,59,650 119,85,66,705

Operating Profit (Profit before interest, Depreciation and Tax) 11,39,40,528 10,29,27,995

LESS: Interest 4,30,29,433 3,48,04,904

Profit before Depreciation and Tax 7,09,11,095 6,81,23,091

LESS: Depreciation 1,96,53,803 2,21,62,047

Profit before Tax 5,12,57,292 4,59,61,044

Surplus Brought forward from previous year 28,97,727 10,52,172

Add: Provision for Fringe Benefit Tax (withdrawn) - 542

Provision for Tax 2009-10 (withdrawn) 1,14,873 -

5,42,69,892 4,70,13,758

Less: Provision for Taxation-Current 1,43,00,000 1,10,00,000

Provision for Deferred Tax 36,00,000 34,31,000

Provision for Taxation (earlier years) 2,69,757 69,271

Profit available for appropriation 3,61,00,135 3,25,13,487

Your directors propose to appropriate the same as follows

Proposed Dividend §12% 48,00,000 48,00,000

Tax on Proposed Dividend 9,59,712 8,15,760

Transfer to General Reserve 2,80,00,000 2,40,00,000

Balance carried over to Balance Sheet 23,40,423 28,97,727

3,61,00,135 3,25,13,487

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.20 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However, Tax on the Dividend amounting to Rs. 9.59 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND

FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year under review the performance of your company was moderate. The turnover has increased from Rs.119 Crores to Rs. 143 Crores. The table below shows comparative figures of production and sales of the company's products in quantity. There has been a marked improvement in the production and sales, quantity wise.

PRODUCTION AND SALES

The Production and Sale of the Company's products, FIBC bags and OE Spinning yarn were as follows :

Year ended Year ended 31.03.2015 31.03.2014

1. Production Quantity (Kqs.) Quantity (Kgs.)

1) FIBC Bags &PP Woven Bags 59,81,687 45,05,599

2) PP Woven Fabrics 41,004 2,45,632

3) PPYarn 9,07,742 10,09,819

4) Paper Bags 50,285 84,587

5) Cotton Yarn & Fabric 24,73,092 20,67,265

2. Sales

1) FIBC Bags &PP Woven Bags 59,72,835 45,15,878

2) PP Woven Fabrics 41,004 2,45,632

3) PPYarn 9,07,742 10,09,819

4) Paper Bags 51,425 83,147

5) Cotton Yam & Fabric 24,49,668 20,54,520

The global economy has posted a moderate growth of 2.6%. Your company being an export oriented company, the stabilization and growth in European, US and other countries contribute a significant change in turnover. The economic growth of our country also makes an impact. This has made the company to take into account various factors not only of domestic but also global. The price of crude oil has a marked impact on PP / HD, raw materials for the company. Since the - price of crude oil nosedived, its impact was on the supply position of raw material. Steps had been taken to streamline and strengthen the supply chain. The fall in price had also an indirect effect on the marketing of the company's products. This is a hurdle and to have a cushioning effect, your company has formulated a policy of the production capacity. It postulated the necessity for having constant increase in production and implementation of cost effective economic measures which your company was able to achieve. As part of this continuous process of expansion, the company has invested Rs. 330 Lakhs. The machinery and other required inputs are of the latest technology. Apart from the above, the power factor and strength of rupees will have certain impacts on your company. The sale of cotton yarn has also contributed to an extent. However, the present position of cotton yarn is not encouraging.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri. R. Ramji, was reappointed as Managing Director of the Company for a period of three years with effect from 01-04-2015, subject to approval of the shareholders at the ensuing Annual General Meeting. His reappointment has been considered and recommended by the Nomination and Remuneration committee.

Shri. S.R. Subramanian, Director, retries by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for reappointment.

Declaration by Independent Directors:- The Independent Directors of the company have declared that they meet the criteria of Independence in terms of Section 149 (6) of the Companies Act, 2013 and that there is no change in their status of Independence.

Shri. K. Lakshminarayanan, Shri. S. Renganathan, Shri. A. Thiruppathi Raja and Shri. S. Sankar were appointed as Independent Directors of the Company for a period of five years with effect from 01-09-2014, at the AGM held on 03-09-2014.

Policy of Directors Appointment and remuneration:- In

accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

Key Managerial Personnel:- Shri. R. Ramji, Managing Director, Shri. PS. Ramanathan, Company Secretary & Chief Compliance Officer and Shri. S. Seenivasa Varathan, Chief Financial Officer were designated as "Key Managerial Personnel" of the company pursuant to Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Clause 49(ll)(B)(6)(b)(iii) of the Listing Agreement, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. Pursuant to Clause 49(II)(B)(5) of the Listing Agreement, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Director at the Board Meeting, which shall be taken into account at the time of reappointment of Independent Director.

MEETINGS

During the year Six Board Meetings were held. The details of the Meetings of the Board and its various Committees are given in the Corporate Governance Report. The number of days in between the board meeting did not exceed 120 days.

LISTING

Consequent to the closure of Madras Stock Exchange, your company being eligible as per the directions of Bombay Stock Exchange under diluted Norms of Listing, has filed the application along with deposit of Rs. 5 Lakhs. The necessary documents, particulars and clarification have also been furnished. The board is pleased to inform that Bombay Stock Exchange has given in principle approval for direct listing. The annual listing fee of Rs. 2 Lakhs for the year 2015 -16 has also been paid. The listing is expected shortly.

DEPOSITS

The Company had Fixed Deposit amounting to Rs. 322.66 Lakhs at the beginning of the year. The company has not accepted fresh deposits from 1st April, 2014. The company had repaid deposits of Rs. 29.72 Lakhs with interest during the year.

As per the provisions of General Circular No. 09 / 2015 the company had the option to repay the deposits in accordance with the terms and conditions of acceptance. However, the company has repaid on various dates the entire deposits together with interest. There is no outstanding amount on principle & interest as on 30th June, 2015.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

Sri. PS. Ramanathan, the Compliance Officer, has been appointed as the Internal Auditor with a dedicated internal audit team. The internal audit reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm.

REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the requirements of Corporate Governance as stipulated in Clause 49 and 35 B of the Listing Agreements. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure -I. The code of conduct as approved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors have been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

However, the corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 is applicable only from the current financial year 2014 - 2015. The progress and details are given in Annexure-II.

AUDITORS:

M/s. Krishnan & Raman, Chartered Accountants, were appointed as Auditors of the company for a period of three years by the member of the company in the Annual General Meeting held on 03.09.2014. The appointment for the year 2015 - 2016 is to be ratified by the members at the ensuing Annual General Meeting. The Audit Committee considered their eligibility under the provisions of Companies Act, 2013.

COST AUDITORS:

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your company for the financial year2014-15

SECRETARIAL AUDITOR

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Your company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai, to conduct the Secretarial Audit of the Company for the Financial year ended 31s' March, 2015.

The Secretarial Audit Report (in Form MR - 3) is attached as Annexure - III to this report.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure - IV to this report.

EXTRACT OF ANNUAL RETURN

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - V.

WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new Act of 2013, has been notified. Under the said Act, the company is required to setup Internal Complaints Committee to look into complaints of sexual harassment at work place of any women employee. The company has adopted the policy for prevention of sexual harassment and has setup a committee for implementation of the policy. During the year, the company has not received any complaints of harassment.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Clause 49(H) (F) of the Listing Agreement, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company's website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

Company has developed and implemented a risk management policy, as required under clause 49(v) of the listing agreement. A committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present the board has not identified any element of risk which may threaten the existence and development of the company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. Necessary inputs are provided to the Audit Committee on a monthly basis. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors have adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2014-15 and till the date of this report.

PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VI and forms part of this Report.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm's length and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure- VII

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board, which has been uploaded on the website of the Company.

HUMAN RESOURCES

Your company treats its "human resources" as one of its most important assets. Your company enjoys a very cordial relationship with workers and employee at all levels.

Your company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the company, as on the date of last AGM 3rd September, 2014 with the Ministry of Corporate Affairs. An amount of Rs. 2,34,961.62 unclaimed dividend pertaining to the year 2008 will be transferred to the IEP Fund, before 09.09.2015.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the company and senior management personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The company has formulated and implemented the code of conduct for prevention of insider trading with regard to the securities by directors and designated person of the company as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers - City Union Bank, Share Transfer Agents, Customers, Suppliers, Share Holders and Regulatory Authorities.

The Board also express and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam S.V.RAVI R.RAMJI

Date : 30.07.2015 Director Managing Director

---

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the working of the company and Audited Accounts for the year ended 31st March, 2014.

Financial Results

Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

Sales and other Income 119,85,66,705 82,77,74,724

Operating Profit 10,29,27,995 6,58,43,330 (Profit before interest, Depreciation

LESS a Interest 3,48,04,904 3,12,06,693

Profit before Depreciation and Tax 6,81,23,091 3,46,36,637

LESS : Depreciation 2,21,62,047 1,93,65,013

Profit before Tax 4,59,61,044 1,52,71,624

Surplus Brought forward from previous year 10,52,172 35,72,448

Add : Provision for Fringe Benefit Tax (withdrawn) 542 ----

4,70,13,758 1,88,44,072

Less: Provision for Taxation-Current 1,10,00,000 30,56,000

Provision for Deferred Tax 34,31,000 20,87,000

Provision for Taxation (earlier years) 69,271 ----

Profit available for appropriation 3,25,13,487 '' 1,37,01,072

Your directors propose to appropriate the same as follows

Proposed Dividend @ 12% 48,00,000 40,00,000

Tax on Proposed Dividend 8,15,760 6,48,900

Transfer to General Reserve 2,40,00,000 80,00,000

Balance carried over to Balance Sheet 28,97,727 10,52,172

3,25,13,487 1,37,01,072

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.20 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However, Tax on the Dividend amounting to Rs. 8.16 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

The Production and Sale of the Company''s products, FIBC bags and OE Spinning yarn were as follows :

Year ended Year ended 31.03.2014 31.03.2013 1. Production Quantity (Kgs.) Quantity (Kgs.)

1) FIBC Bags & PP Woven Bags 45,05,599 30,31,410

2) PP Woven Fabrics 2,45,632 7,18,591

3) PP Yarn 10,09,819 10,21,093

4) Paper Bags 84,587 34,696

5) Cotton Yarn & Fabric 20,67,265 10,38,319

2. Sales

1) FIBC Bags &

PP Woven Bags 45,15,878 36,25,945

2) PP Woven Fabrics 2,45,632 7,18,591

3) PP Yarn 10,09,819 10,21,093

4) Paper Bags 83,147 34,696

5) Cotton Yarn & Fabric 20,54,520 9,61,379

The global economy is on the recovery mode. Since our company is an export company, even an insignificant change in the economic factor affects us. The global economy grew by 2.1% as against Indian economic growth of 4.7%. The rate of inflation has increased from 4.2% in the year 2005-06 to 12.3% for the year 2009-10 and decreased to 9.5% for the year 2013-14. The total exports has increased from 105.2 billion dollar in the 2005-06 to 309.8 billion dollar in the year 2011-12 and 318 billion dollar for the year 2013-14.

The companys turnover in spite of certain economic bottleneck both domestic and global, has increased from Rs. 82.77 Crores to Rs.119.85 Crores. This has been possible due to the constant vigil and upgradation of facilities to satisfy the export market condition. The increased production of yarn has also benefited the company''s increase in sales. A major hurdle is the power sector, which is closely monitored, so that necessary steps will be taken to overcome the same. The strength of Rupee is another factor which will have certain impacts on your company. The company expects a very good future in view of the stability of the economy.

The new government at the centre with pragmatic approach will pave way for stable economic growth. Though many fine prints are to be looked into and solved, a momentum has been created.

LISTING:

The equity shares of your company are traded at BSE T segment (Stock code 590055). The annual listing fee for the year 2014 - 15 has been paid.

The company has received a communication from Madras Stock Exchange that the activities of the Madras Stock Exchange will be closed shortly. We have been advised to get listing in Bombay Stock Exchange. We are pleased to inform that the Bombay Stock Exchange has written to us that subject to certain conditions being fulfilled as per the diluted norms, our company can be listed in BSE. It is proposed to fulfill the conditions and be listed in BSE.

DIRECTORS:

Sri. S.V. Ravi, Director, retires by rotation at the ensuing Annual General Meeting and since he is eligible for re-appointment, it is proposed to reappoint him as Director of the company.

Smt. Durga Ramji, representing Women Directorship was co-opted as an Additional Director and will hold the office till the date of the forthcoming Annual General Meeting and being eligible offer herself for re-appointment and is proposed to be re-appointed as representing Women Directorship liable for retirement by rotation.

Sri. S. Renganathan, Director, retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. He is proposed to be appointed as an Independent Director for five consecutive years for a term upto 31st August, 2019, under the provisions of Section 149 of the Companies Act, 2013.

Sri. K. Lakshminarayanan, Sri. A. Tiruppathy Raja & Sri. S. Sankar, Directors, retire by rotation under the erstwhile applicable provisions of the Companies Act, 1956. They are proposed to be appointed as Independent Directors for five consecutive years for a term upto 31st August, 2019, under the Section 149 of the Companies Act, 2013.

DEPOSITS:

The total amount of deposits as on 31st March, 2014 is Rs.322.66 Lakhs. The company has no overdue deposits.

Section 74 of the Companies Act, 2013 has provided an option to repay the existing deposits within the stipulated time as provided in Rules made thereunder. The Company has decided to repay all the existing deposits by complying with the formalities required in this regard.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE:

Information under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors), Rules, 1988 and forming part of the Director''s Report is annexed herewith.

PARTICULARS OF EMPLOYEES:

Statement under Section 217 (2A) of the Companies Act, 1956, has not been furnished. Since, none of the employee is getting remuneration of more than Rs. 5,00,000/- per month or Rs.60,00,000/- per annum.

RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That appropriate accounting policies have been selected and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Krishnan & Raman, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Based on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s. Krishnan & Raman, Chartered Accountants, as the Auditors of the company from the conclusion of the forthcoming 29th Annual General Meeting till the conclusion of the 32nd Annual General Meeting and have further confirmed that the said appointment would be in conformity with the provisions of Section 141 of the Companies Act, 2013.

Under Section 139 of the Companies Act, 2013, a listed Company can appoint an Audit firm as auditor for a maximum of 2 terms of five consecutive years. However, they are eligible for reappointment after a period of 5 years from the completion of such term. The Auditors have completed the maximum threshold limit of 10 consecutive years. However, a period of three years is given for compliance of the new requirement. Since a period of three years is available to continue with the existing auditors, it is proposed to appoint them for the remaining eligibility period of three years.

COST AUDITORS:

The Government of India has approved the proposed to appoint Sri. P.K. Ramasubramanian, Cost Accountant, Rajapalayam, to audit the Cost Accounts of the Company for the period ended 31st March, 2014. The Cost Audit report for the earlier year has been filed.

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our company to which the Cost Audit would be applicable. Based upon such notifications and as and when clarification is issued, the Company will take steps for compliance.

The Company has complied with the requirements of Corporate Governance as stipulated in Clause 49 and 35 B of the Listing Agreements. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report.

ACKNOWLEDGEMENT:

Your Directors thank City Union Bank Ltd., for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf of the Board, For POLYSPIN EXPORTS LIMITED,

Place : Rajapalayam S.V RAVI R.RAMJI Date : 16.07.2014 Director Managing Director

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the working of the company and Audited Accounts for the year ended 31st March, 2013.

Financial Results

Year ended Year ended 31.03.2013 31.03.2012 Rs. Rs.

Sales and other Income 82,77,74,724 57,97,10,007

Operating Profit 6,58,43,330 6,03,89,287

(Profit before interest, Depreciation and Tax) 3,12,06,693 2,10,58,821 LESS : Interest

Profit before Depreciation and Tax 3,46,36,637 3,93,30,466

LESS : Depreciation 1,93,65,013 1,55,22,777

Profit before Tax 1,52,71,624 2,38,07,689

Surplus Brought forward from previous year 35,72,448 23,08,873

1,88,44,072 2,61,16,562

Less: Provision for Taxation- Current (MAT) 30,56,000 48,25,214

Provision for Deferred Tax 20,87,000 30,70,000

Profit available for appropriation 1,37,01,072 1,82,21,348

Your directors propose to appropriate the same as follows

Proposed Dividend @ 10% 40,00,000 40,00,000

Tax on Proposed Dividend 6,48,900 6,48,900

Transfer to General Reserve 80,00,000 1,00,00,000

Balance carried over to Balance Sheet 10,52,172 35,72,448

1,37,01,072 1,82,21,348

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.00 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However Tax on the Dividend amounting to Rs. 6.48 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

The Production and Sale of the Company''s products, FIBC bags and OE Spinning yarn were as follows :

Year ended Year ended 31.03.2013 31.03.2012 1. Production Quantity (Kgs.) Quantity (Kgs.)

1) FIBC Bags & PP Woven Bags 30,31,410 36,17,124

2) PP Woven Fabrics 7,18,591 7,861

3) PP Yarn 10,21,093 8,23,432

4) Paper Bags 34,696 -

5) Cotton Yarn & Fabric 10,38,319 2,940

2. Sales

1) FIBC Bags & PP Woven Bags 36,25,945 36,63,269

2) PP Woven Fabrics 7,18,591 2,138

3) PP Yarn 10,21,093 8,23,432

4) Paper Bags 34,696 -

5) Cotton Yarn & Fabric 9,61,379 1,380

The recovery of the global economy has not been to the expectation. The market has been undergoing many turbulence. However, there has been marked improvement in sales which was due to the company taking appropriate steps to strengthen the fundamentals.

The company''s "OE Yarn'''' division has performed well and the sales has increased from 1,380 Kgs. to 9,61,379 Kgs. The yarn is supplied under Deemed Export basis for which your company is availing EPCG benefits.

The problem posed by the power sector has not only been discouraging but also acted as a deterrent in improving of the profitability of the company.

To get over this, an application has been made to provide a dedicated power supply with TNEB. This is expected to be completed shortly and the profitably of the company will be better.

SUBSIDIARIES

During the year, there was no sales in the subsidiary company – POLYSPIN USA INC, USA, due to slowdown in the U.S. market. Since this was not remunerative as expected, your company''s sixty percentage equity shares has been disinvested and as a result, it is not a subsidiary of your company. Hence not required to provide consolidated statement of accounts.

DIRECTORS

Yours directors regret to report the sad and sudden demise of our beloved founder and Managing Director Sri. A. Rammohan Raja, on 31st January, 2013. His expertise and contribution to the company was phenomenal. The Board places on record its grief over his demise and expresses its gratitude for his contribution.

Sri. R. Ramji, Joint Managing Director has been appointed as Managing Director of the company with effect from 1st April, 2013, subject to the approval of members of the company.

Sri. A. Thiruppathy Raja and Sri. S. Sankar, Directors retire by rotation at the ensuing Annual General Meeting and they are eligible for re -appointment.

DEPOSITS

The total amount of deposits as on 31st March, 2013 was Rs. 284.61 Lakhs. The company has no overdue deposits.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

Information under section 217 (i) (e) of the Companies Act, 1956, read with the companies (Disclosure of particulars in the report of Board of Directors) rules, 1988, and forming part of the Director''s Report is annexed herewith.

PARTICULARS OF EMPLOYEES

Statement under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended has been appended along with the Directors'' Report.

RESPONSIBILITY STATEMENT

The Directors confirm :

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

b) That appropriate accounting policies have been selected and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Krishnan & Raman, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956, Sri. P.K. Ramasubramanian, has been appointed as Cost Auditor for the financial year 2013 -2014 to audit the cost accounts and records to facilitate the preparation of reports in accordance with the companies (Cost Audit Report) rules, 2011. The due date for filing Cost Audit Report is 30th September, 2013. The Cost Audit Report for the earlier year was filed within the due date to the Central Government.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith and it forms part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors thank City Union Bank Ltd., for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place : Rajapalayam S.V. RAVI R.RAMJI

Date : 29.07.2013 Director Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the working ofthe company and Audited Accounts for the year ended 31st March, 2012.

Financial Results

Year ended Year ended 31.03.2012 31.03.2011 Rs. Rs.

Sales and other Income 57,97,10,007 44,97,69,354

Operating Profit 6,03,89,287 5,27,92,291 (Profit before interest, Depreciation

LESS Interest H 2,10,58,821 1.65.60.552

Profit before Depreciation and Tax 3,93,30,466 3,62,31,739

LESS : Depreciation 1,55,22,777 1,11,40,953

Profit before Tax 2,38,07,689 2,50,90,786

Surplus Brought forward from previous year 23,08,873 20,45,228

Excess Depreciation withdrawn relevant to previous year 2,87,219

2,61,16,562 2,74,23,233

Less: Provision for Taxation- Current (MAT) / Previous Year 48,25,214 50,00,000

Provision for Deferred Tax 30,70,000 54,50,000

Profit available for appropriation 1,82,21,348 1,69,73,233

Your directors propose to appropriate the same as follows

Proposed Dividend @ 10% 40,00,000 40,00,000

Tax on Proposed Dividend 6,48,900 6,64,360

Transfer to General Reserve 1,00,00,000 1,00,00,000

Balance carried over to Balance Sheet 35,72,448 23,08,873

1,82,21,348 1,69,73,233

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.00 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However Tax on the Dividend amounting to Rs. 6.48 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

The Production and Sale of the Company's products, PP woven FIBC bags and OE Spinning yarn were as follows :

Year ended Year ended 31.03.2012 31.03.2011

Quantity (Kgs.) Quantity (Kgs.)

1. Production

1) PP Woven FIBC Bags 36,17,124 33,45,085

2) PP Woven Fabrics 7,861 14,008

3) PP Yarn 8,23,432 6,41,251

4) Cotton Yarn 2,940 -—

2. Sales

1) PP Woven FIBC Bags 36,63,269 32,73,274

2) PP Woven Fabrics 2,138 7,623

3) PP Yarn 8,23,432 6,41,251

4) Cotton Yarn 1,380 —-

The recovery of the global economy is not on the expected levels. Though there has been a marked improvement, the same is not sufficient. The market is witnessing many ups and downs. It is imperative that a constant watch alone will ensure better performance. Your company has taken every steps and is on the vigil to identity areas where corrective steps should be taken in time.

By the adoption of certain strategy to improve export market, constant upgradation of quality and efficient production facilities, your company has been able to perform better.

The Board of Directors are pleased to inform the shareholders that the establishment of the production facilities to manufacture "Open End Spinning Yarn" has been implemented and commercial production has commenced in the month of March 2012.

The power front has been a major setback not only to the industry but also the entire state. This has increased the cost of production due to internal generation through Genset and third party power purchases at a higher cost. As a consequence the profitability was affected.

Except for the unforeseen circumstances, the impact of the expansion and diversification will be fully reflected in the financial year 2012-2013.

SUBSIDIARIES :

The Ministry of Corporate Affairs, Government of India, vide their General Circular No. 2/2011 dt.

08.02.2011 has granted exemption u/s 212 (8) of the Companies Act, from attaching the full text of Financial Statements of the Subsidiaries subject to certain conditions being fulfilled.

The Annual accounts of the Subsidiary Company Polyspin USA Inc. and the related information be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time.

The Annual accounts of the Subsidiary Company are also kept for inspection by any shareholders at the Registered Office of the Holding company.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard AS-21 on the Consolidated Financial Statements, the audited Consolidated Financial Statements are appended and forms part of the Annual Report.

DIRECTORS

Sri. K. Lakshminarayanan and Sri. S.R. Subramanian Directors retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

Sri. P.K. Ramasubramanian resigned from the Board of Directors and Sri. S. Renganathan was appointed as additional director. The board wishes to place on record the valuable services rendered by him during his tenure.

DEPOSITS

The total amount of deposits as on 31st March, 2012 was Rs. 174.78 Lakhs. The company has no overdue deposits.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

In terms of section 217 (i) (e) of the Companies Act, 1956, read with the companies (Disclosure of particulars in the report of Board of Directors) rules 1988, the following informations are furnished.

ENERGY CONSERVATION

Strict control was exercised during the year for economising the use of power. TECHNOLOGY ABSORPTION

Since the company has not taken steps regarding Research and Development, the particulars to be furnished under technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The outgo of foreign exchange during the year is Rs. 3272.64 Lakhs. The foreign exchange earnings during the year is Rs. 5393.14 Lakhs.

PARTICULARS OF EMPLOYEES

Statement under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended has been appended along with the Directors' Report.

RESPONSIBILITY STATEMENT The Directors confirm :

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

b) That appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Krishnan & Raman, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COSTAUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956, Sri. PK. Ramasubramanian, has been appointed as Cost Auditor of the company for the financial year 2012-13 to audit the cost accounts and records to facilitate the preparation fo reports in accordance with the companies (Cost audit report) rules, 2011.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith and it forms part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors thank City Union Bank Ltd., for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf ofthe Board,

For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam R.RAMJI A.RAMMOHAN RAJA

Date : 30.07.2012 Joint Managing Director Managing Director

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the working of the company and Audited Accounts for the year ended 31st March, 2011

Financial Results

Year ended Year ended

31.03.2011 31.03.2010

Rs. Rs.

Sales and other Income 44,97,69,354 35,17,40,689

Operating Profit 5,27,92,291 3,23,55,985 (Profit before interest, Depreciation

LESS Merest 1,65,60,552 62,72,958

Profit before Depreciation and Tax 3,62,31,739 2,60,83,027

LESS: Depreciation 1,11,40,953 71,51,151

Profit before Tax 2,50,90,786 1,89,31,876

Surplus Brought forward from previous year 20,45,228 7,38,152

Add: Provision for Tax-Deferred - 2,55,000 Excess Depreciation withdrawn relevant to previous year 2,87,219 -

2,74,23,233 1,99,25,028

Less: Provision for Taxation-Current / MAT 50,00,000 92,00,000 Provision for Deferred Tax 54,50,000 -

Profit available for appropriation 1,69,73,233 1,07,25,028

Your directors propose to appropriate the same as follows

Proposed Dividend @ 10% 40,00,000 40,00,000

Tax on Proposed Dividend 6,64,360 6,79,800

Transfer to General Reserve 1,00,00,000 40,00,000

Balance carried over to Balance Sheet 23,08,873 20,45,228

1,69,73,233 1,07,25,028

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Re.1.00 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However Tax on the Dividend amounting to Rs. 6.64 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

The Production and Sale of the Company's products, PP woven FIBC bags were as follows :

Year ended Year ended

31.03.2010 31.03.2011

Production (Kgs) 26,29,906 33,45,085

Sales (Kgs) 26,69,711 32,73,274

The Global economy continues to recover but with minor setback. The recovery is also uneven. Inspite of the fact that the growth rate is higher in India and other developing countries and low in Europe and USA, Your company was able to achieve a better performance in the export market.

This is mainly due to the adoption of certain strategy in the Export market. Constant upgradation of quality and effecting timely supplies has made the company to perform well even against the existence of many hurdles.

Your company remains cautiously optimistic and constantly adopting positive approaches. The commodity inflation particularly oil, the source of raw material for your company's products remains a cause of concern.

EXPANSION

The expansion of the existing production facilities has been completely implemented. The full effect will be reflected in the financial year 2011-2012. The capacity has been increased from 2400 tons per annum to 5500 tons per annum.

OVERSEAS OPERATIONS - POLYSPIN USA INC., USA.

Performance of the Company's Wholly Owned USA Subsidiary during the year under review, recorded improvements in terms of sales.

The Net sales were USD 249,539/- (INR 112.29 Lakhs) as against USD 54,361/- (INR 24.46 Lakhs) during the corresponding previous year.

The Company expects the substantial improvements in terms of Sales and Profitability during the Current year.

DIVERSIFICATION

After a very careful in depth study of the market conditions of "Open End Spinning yarn", both domestic and overseas, your company has started the establishment of a new unit to manufacture Open End Spinning yarn under the name and style "PEL TEXTILES" (A division of Polyspin Exports Ltd.) The presence of the company in about 15 countries around the world is crucial advantage. Necessary infrastructure facilities is being created for producing 1800 tons per year at total cost of Rs.10 crs. The entire project cost will be financed by internal accruals and Bank finance.

Except for unforeseen circumstances, the project will be implemented before the end of this financial year. The impact is likely to reflected partially in this financial year and fully in the financial year 2012-13.

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, vide their General Circular No. 2/2011 dt. 08.02.2011 has granted exemption u/s 212 (8) of the Companies Act, from attaching the full text of Financial Statement of the Subsidiaries subject to certain conditions being fulfilled.

The Annual accounts of the Subsidiary Company Polyspin USA Inc. and the related information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time.

The Annual accounts of the Subsidiary Company are also kept for inspection by any shareholders at the Registered Office of the Holding company.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard AS-21 on the Consolidated Financial Statements, the audited Consolidated Financial Statements are appended and forms part of the Annual Report.

DEPOSITS

The total amount of deposits as on 31st March, 2011 was Rs.120.49 Lakhs. The company has no overdue deposits.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

In terms of section 217 (i) (e) of the Companies Act, 1956, read with the companies (Disclosure of particulars in the report of Board of Directors) rules 1988, the following informations are furnished.

ENERGY CONSERVATION

Strict control was exercised during the year for economising the use of power.

TECHNOLOGY ABSORPTION

Since the company has not taken steps regarding Research and Development, the particulars to be furnished under technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The outgo of foreign exchange during the year is Rs.2514.08 Lakhs. The foreign exchange earnings during the year is Rs. 4060.75 Lakhs.

PARTICULARS OF EMPLOYEES

Statement under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended has been appended along with the Directors' Report.

RESPONSIBILITY STATEMENT

The Directors confirm :

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

b) That appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis. DIRECTORS Sri. S. Sankar and Sri. S.V. Ravi, Directors retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

AUDITORS

M/s. Krishnan & Raman, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith and it forms part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors thank City Union Bank Ltd., for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf of the Board, For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam R.RAMJI A.RAMMOHAN RAJA

Date : 29.07.2011 Joint Managing Director Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the working of the company and Audited Accounts for the year ended 31st March, 2010

Financial Results

Year ended Year ended

31.03.2010 31.03.2009

Rs. Rs.

Sales and other Income 35,17,40,689 38,63,25,598

Operating Profit 3,23,55,985 2,86,82,853

(Profit before interest, Depreciation

less : Interest _ 62,72,958 83,05,374

Profit before Depreciation and Tax 2,60,83,027 2,03,77,479

LESS: Depreciation 71,51,151 77,37,087

Profit before Tax 1,89,31,876 1,26,40,392

Surplus Brought forward from previous year 7,38,152 4,75,600

Add : Provision for Tax-Deferred 2,55,000 4,58,000

1,99,25,028 1,35,73,992

Less: Provision for Taxation-Current 92,00,000 50,20,000

Provision for Fringe Benefit Tax .... 72,000

Profit available for appropriation 1,07,25,028 84 81 992

Your directors propose to appropriate the same as follows

Proposed Dividend 40,00,000 32,00,000

Tax on Proposed Dividend 6,79,800 5,43,840

Transfer to General Reserve 40,00,000 40,00,000

Balance carried over to Balance Sheet 20,45,228 7,38,152 1,07,25,028 84,81,992

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend at Rs.1.00 per share on the face value of Rs.10/- per share.

This Dividend is not taxable in the hands of the Members. However Tax on the Dividend amounting to Rs. 6.80 Lakhs would be paid by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

The Production and Sale of the Companys products, PP woven FIBC bags were as follows :

Year ended Year ended

31.03.2009 31.03.2010

Production (Kgs) 27,39,919 26,29,906 Sales (Kgs) 27,44,272 26,69,711

The global recession having created the financial crisis has now come to a stage, which has revived economic activities. The experience has given us new directions and has made the Company to adopt ways and means to stabilize and grow positively and increase profitability. One such step has been the establishment of a Company in USA for logistics purpose. This has enabled the Company to effect better inventory control for economic marketing. The full impact will be reflected in the coming years.

The selling price of the companys products are directly linked to the price of raw materials. Consequently every reduction will be reflected in the selling price immediately. Due to the reduction in the raw material cost there has been a reduction in sales volume. However by the adoption of certain strategies, the company was able to realise higher profit.

EXPANSION

The Company is implementing an expansion programme involving an outlay of Rs. 8.00 Crores to produce the high quality tenacity yarn and Jumbo Bags in its existing plant at Cholapuram South. The Commercial Production in its new facility will commence shortly and the capacity will increase by 100% per annum. The full impact is likely to be reflected from the financial year 2011-12.

These investments have strengthened the Companys capability to deliver consistant product quality and significant savings in cost for our future operations.

Your Directors are confident of sustained performance and profitability in the ensuing years.

AWARDS

Your company has received the state Safety Award in recognition of the Best Safety Performance (Second Prize) for the year 2006 instituted by the office of the State Safety Planning Committee, Tamilnadu Government, Chennai.

SUBSIDIARIES

As required under the provisions of Sec. 212 of the Companies Act, 1956, the Compiled Accounts

together with Auditors Report of the Subsidiary Company, Polyspin USA Inc is appended and forms part of the Annual Report.

DEPOSITS

The total amount of deposits as on 31st March, 2010 was Rs. 132.06 Lakhs. The company has no overdue deposits.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTIONI FOREIGN EXCHANGE

In terms of section 217 (i) (e) of the Companies Act, 1956, read with the companies (Disclosure of particulars in the report of Board of Directors) rules 1988, the following informations are furnished.

ENERGY CONSERVATION

Strict control was exercised during the year for economising the use of power. TECHNOLOGY ABSORPTION

Since the company has not taken steps regarding Research and Development, the particulars to be furnished under technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The outgo of foreign exchange during the year is Rs. 1521.44 Lakhs. The foreign exchange earnings during the year is Rs. 3110.82 Lakhs.

PARTICULARS OF EMPLOYEES

Statement under Section 217 (2A) of the Companies Act, 1956 has not been furnished, since none of the employee is getting remuneration of more than Rs.2,00,000/- per month or Rs. 24,00,000/- per annum.

RESPONSIBILITY STATEMENT

The Directors confirm:

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

b) That appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

DIRECTORS

Sri. P.K. Ramasubramanian and Sri. A. Thiruppathy Raja, Directors retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

AUDITORS

M/s. Krishnan & Raman, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Govnernance is annexed herewith and it forms part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors thank City Union Bank Ltd., for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam R.RAMJI A.RAMMOHAN RAJA Date : 26.7.2010 Joint Managing Director Managing Director

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Mar 31, 2000

The Directors have pleasure in presenting their Fifteenth Annual Report on the working of the Company together with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 2000.

WORKING RESULTS :

The Working Results for the year after charging all expenses, but before providing for Interest and Depreciation has resulted in Operating Profit of Rs. 1,28,32,388/-.

After deducting Rs. 67,73,625/-towards interest and financial charges and Rs. 40,11,929/- towards Depreciation, the Net Profit is Rs. 20,46,834/-.

After considering the Surplus of Rs. 45,16,383/- brought forward from Previous Year and Current Year Profit of Rs. 20,46,834/-, your Directors propose to appropriate the sum of Rs. 65,63,217/- as follows :-

Rs.

Prior year Adjustment 4,91,820

Provision for Taxation 2,50,000

Transfer to General Reserve 30,00,000 Balance carried over to

Balance Sheet 28,21,397

65,63,217

During the year the Company saved about 47% (ie) Rs. 60 Lakhs on Interest and Finance Charges Account over the previous year. This is due to conversion of Rupee Term Loan into Foreign Currency Term Loan in Dollar Terms at reduced rate of interest.

The savings on Interest and Finance Charges Account which is Rs. 60 Lakhs was literally wiped off by huge increase in the cost of Inputs during the Current Year and this resulted in a negative impact.

Due to Stiff Competition in the Global Market, the Company could not increase its Export Price. The company had no alternative but to absorb the increased input cost which affected the profitability.

CURRENT YEAR PROSPECTS :

During the current year, your Company is confident of a better result as it had already entered into agreements with all its buyers for a better export realisation which will take into account any increase in its cost of production.

DIVIDEND

Due to inadequacy of the profits, your Directors regret their inability to declare any dividend.

DEPOSITS :

The total amount of deposits as on 31st March, 2000 was Rs. 153.97 Lakhs. The Company has no overdue deposits.

ENERGY CONSERVATION I TECHNOLOGY ABSORPTION I FOREIGN EXCHANGE : In terms of section 271 (i) (e) of the Companies Act, 1956, read with the companies ( Disclosure of particulars in the report of Board of Directors) rules 1988, the following informations are furnished.

ENERGY CONSERVATION :

Strict control was exercised during the year for economising on the use of power.

TECHNOLOGY ABSORPTION :

Since the company has not taken steps regarding Research and Development, the particulars to be furnished under technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The outgo of foreign exchange during the year is Rs. 334.79 Lakhs. The foreign exchange earning during the year is Rs. 755.89 Lakhs.

PARTICULARS OF EMPLOYEES :

Statement under section 217 (2A) of the Companies Act, 1956 is not applicable to your company as none of the employee is getting remuneration of more than Rs. 50,000/- per month or Rs. 6,00,000/- per annum.

DIRECTORS :

Sri K. Lakshminarayanan, Director retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

AUDITORS REPORT :

Observations made by the Audiors in their report are self explanatory and in the nature of disclosures, they have been dealt appropriately in the Notes on accounts.

AUDITORS :

Sri T.R.K. Ramakrushna Rajha, Chartered Accountant, Rajapalayam, will retire as Auditor at the ensuing Annual General Meeting and is eligible for re-appointment.

AKNOWLEDGEMENT :

Your Directors thank City Union Bank Limited and State Bank of India for their help and co-operation during the year.

The Board also records its appreciation for the hard and dedicated efforts of the employees at all levels.

On Behalf of the Board For POLYSPIN EXPORTS LIMITED,

Place Rajapalayam A. RAMMOHAN RAJA

Date : 26.07.2000. MANAGING DIRECTOR.