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Directors Report of Manjushree Technopack Ltd.

Mar 31, 2015

TO THE MEMBERS - MANJUSHREE TECHNOPACK LIMITED

The Directors have the pleasure of presenting the Twenty Eighth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

1. RESULTS OF OUR OPERATIONS

(Rupees in lakhs except stated otherwise)

Particulars As on As on 31st March, 2015 31st March, 2014

Turnover- Domestic 54,868.45 47,327.29

- Exports 7,207.42 5,126.98

Total Turnover 62,075.87 52,454.27

Less - Cost of Sales

Excise Duty 9,620.78 8,685.48

(Increase) / Decrease in Stocks 3,108.28 (5,952.38)

Materials Consumed 29,111.58 31,866.94

Other Expenditure 7,013.66 6,709.55

Sub Total 48,854.30 41,309.59

Gross Profit 13,221.57 11,144.68

Administrative and Selling Expenses 1,910.44 1,399.01

Operating Profit 11,311.13 9,745.67

Interest and Financial Charges 1,994.49 2,167.45

Depreciation / Write Offs 4,725.47 4,303.74

Profit after Interest and Depreciation 4,591.17 3,274.48

Other income 351.03 655.14

Profit before tax 4,942.20 3,929.62

Provision for Taxation 1,967.14 1,314.35

Deferred Tax (Provision)/Write Back (501.48) (23.34)

Net Profit after Tax 3,476.54 2,638.61

Proposed Dividend for the year (including taxes) - 160.61

Retained Surplus 3,476.54 2,478.00

Add: Surplus brought forward from previous year 9,386.39 6,908.39

Less: Transfer to General Reserve - -

Net Surplus carried to Balance Sheet 12,862.93 9,386.39

Paid-up Equity Share capital (FV Rs.10 per Equity Share) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 16,899.30 13,421.71

Weighted Average EPS(Rs.) 25.66 19.48

Book Value per share (Rs.) 134.87 109.20

Your Company had another year of splendid performance and has maintained its record of increasing growth and profits year after year. The gross turnover for FY 2015 was higher at Rs. 62,076 Lakhs (2014 - Rs.52,454 Lakhs) registering an increase of 18%. The gross profit during FY 2015 was Rs.13, 222 Lakhs (2014 - Rs.11,145 Lakhs) reflecting an increase of 18.64%, while the operating profit showed a jump of 16.06% to Rs.11,311 Lakhs (2014 - Rs.9,746 Lakhs). The profit before tax during FY 2015 was also higher at Rs.4,942 Lakhs (2014 - Rs.3,930 Lakhs) recording an increase of 25.75%. After provision for taxation, the net surplus amounted to Rs.3,477 Lakhs (2014— Rs.2,639Lakhs) resulting in a fully diluted EPS of Rs.25.66 (2014 - Rs.19.48)

The notes on accounts referred to in Auditors'' Report are self-explanatory and do not call for any further comments.

1. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

3. DIVIDEND:

Your Directors recommend a dividend @ Re 1 per Equity Share of Rs 10/- each, being 10% (involving an outflow of Rs.162.56Lakhs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 4th Sep 2015.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance, ongoing expansion programs and need to plough back profits for future growth.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board has not proposed to transfer any amount to its reserves.

5. CHANGES IN SHARE CAPITAL, IF ANY:

There is no increase or decrease in the Authorized or Issued Capital of your Company.

6. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review Six (6) Meetings were held on 21.05.2014,11.08.2014, 27.10.2014,12.11.2014, 14.02.2015 and 20.03.2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. Sunish Sharma was appointed as a Nominee Director of your Company and Mr. Vimal Kedia, Mr. Surendra Kedia, Mr. Rajat Kedia and Mr. Ankit Kedia were reappointed as Whole Time Directors of your Company.

In accordance with the Articles of Association and Companies Act, 2013, Mr. Rajat Kedia who retires from office by rotation and being eligible, offer himself for reappointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the directors 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) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

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

9. DECLARATIONS FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). The same is attached to this Report as Annexure I.

10. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is annexed to this report as Annexure-ll.

11. COMPOSITION OF COMMITTEES:

Following are the composition of various Committees:

i) Composition of Audit Committee:

1. Mr. G. Vamanacharya - Chairman

2. Mr. N K Sarawgi - Member

3. Mrs. Maya Agarwal - Member

ii) Composition of Nomination and Remuneration Committee:

1. Mr. G. Vamanacharya - Chairman

2. Mr. N K Sarawgi - Member

3. Mrs. Maya Agarwal - Member

iii) Composition of Stakeholders Relationship Committee:

1. Mr. G. Vamanacharya - Chairman

2. Mr. Surendra Kedia - Member

3. Mr. Vimal Kedia - Member

12. AUDITORS:

The Auditors, Messrs Singhvi, Dev & Unni, Chartered Accountants (registered with ICAI (Firm Registration No.003867S), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of Five year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM, i. e 2020 AGM.

13. SECRETARIAL AUDIT REPORT:

Secretarial audit report as provided by Mr. Vijayakrishna K.T Practicing Company Secretary in the form of MR-3 is annexed to this Report as Annexure III.

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

A. Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 as follows:

15. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Statement pursuant to sub rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is following adequate Internal Financial Controls with reference to the Financial Statements.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees and not invested its funds during the period of review; hence, the compliance under the provision of Section 186 of the Companies Act, 2013 does not arise.

18. CORPORATE SOCIAL RESPONSIBILTY POLICY :

During the year, your Directors have constituted the Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising Mr. Narendra Kumar Sarawagi (Independent Director) as Chairman and Mr. Vimal Kedia, Mr. Surendra Kedia as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The details of CSR expenditure is annexed to this report as Annexure IV.

19. RELATED PARTY TRANSACTIONS :

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. Web link for the same is www.manjushreeindia.com and also Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 annexed to this report as Annexure V.

20. DETAILS RELATING TO DEPOSITS :

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2015.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Company''s operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

22. RISK MANAGEMENT:

Your Company has a well-structured risk management system. An efficient management team identifies various risks and takes necessary mitigation action against the same.

23. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

24. EVENT BASED DISCLOSURES:

Subsequently, the shares were delisted from all the Stock Exchanges and as of this stage your Company is not a Listed Company.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on Prevention of Sexual Harassment at Workplace has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three member Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

No complaints pertaining to sexual harassment was reported during the year.

26. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

27. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):

No case or instance of fraud was reported to the Audit Committee during the year under report.

28. ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Industries Dept. of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever- willing support towards taking the Company forward on the path of progress and growth.

Bangalore, for and on behalf of the Board

21st July 2015 Vimal Kedia Surendra Kedia

Managing Director Executive Director


Mar 31, 2014

THE MEMBERS

The Directors have the pleasure of presenting the Twenty Seventh Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2014. As notified by MCA Circular No. 1/19/2013-CL-V- dated 04-04-2014 the Company has followed the Companies Act, 1956, in respect of the report.

RESULTS OF OUR OPERATIONS (Rs. In lakhs)

Particulars FY 2014 FY 2013

Turnover - Domestic 47,327.29 40,676.60

- Exports 5,126.98 3,025.38

Total Turnover 52,454.27 43,701.98

Less - Cost of Sales

Excise Duty 8,685.48 7,579.95

(Increase) / Decrease in Stocks (5,952.38)(1,396.75

Materials Consumed 31,866.94 23,008.34

Other Expenditure 6,709.55 5,261.77

Sub Total 41,309.59 34,453.31

Gross Profit 11,144.68 9,248.67

Administrative and Selling Expenses 1,399.01 1,361.57

Operating Profit 9,745.67 7,887.10

Interest and Financial Charges 2,167.45 1,204.10

Depreciation / Write Offs 4,303.74 3,193.49

Profit after Interest and Depreciation 3,274.48 3,489.51

Other income 655.14 291.69

Profit before tax 3,929.62 3,781.20

Provision for Taxation 1,314.35 877.96

Deferred Tax (Provision)/Write Back (23.34 488.92

Net Profit after Tax 2,638.61 2,414.32

Proposed Dividend for the year (including taxes) 160.61 157.46

Retained Surplus 2,478.00 2,256.86

Add: Surplus brought forward from previous year 6,908.39 4,651.52

Less: Transfer to General Reserve - -

Net Surplus carried to Balance Sheet 9,386.39 6,908.38

Paid-up Equity Share capital (FV Rs.10 per Equity Share ) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 13,421.71 10,943.70

Weighted Average EPS(Rs.) 19.48 17.82

Book Value per share (Rs.) 109.20 90.91

Your Company had one another year of splendid performance and maintained its record of increasing growth and profits year after year. The gross turnover for FY 2014 was higher at Rs.52,454 Lakhs (2013 – Rs.43,702 Lakhs) registering an increase of 20%. The gross profit during FY 2014 was Rs.11,145 Lakhs (2013 – Rs.9,249 Lakhs) reflecting an increase of 20.5%, while the operating profit showed a jump of 23.6% to Rs.9,746 Lakhs (2013 – Rs.7,887 Lakhs). The profit before tax during FY 2014 was also higher at Rs.3,930 Lakhs (2013–Rs.3,781 Lakhs) recording an increase of 4%. After provision for taxation, the net surplus amounted to Rs.2,638 Lakhs (2013–Rs.2,414 Lakhs) resulting in a fully diluted EPS of Rs.19.48 (2013 – Rs.17.82). The notes on account referred to in Auditors'' Report are self-explanatory and do not call for any further comments.

DIVIDEND

Your Directors recommend a dividend of Re 1 per Equity Share of Rs 10/- each, being 10% (involving an outflow of Rs.159.56Lakhs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 20th August 2014. The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance, ongoing expansion programs and need to plough back profits for future growth.

OPERATIONS

Your Company produced 59,469 MT (2013 - 53,240 MT) of bottle and preform against an installed capacity of 83,384 MT, in line with the increased production the sales also increased to 54,312 MT (2013 - 48,477 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its esteemed clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals controlling different operational segments in a decentralized environment.

The Company has started the construction of factory building at its Harohalli Land and the same is expected to complete in FY 2015.

RESEARCH & DEVELOPMENT

Your Directors are delighted to inform that your Company has received Recognition of in house R & D Centre from the Department of Scientific and Industrial Research Technology, New Delhi.

FINANCE

During the year under review, the Company continued to avail financial assistance from State Bank of India, HSBC Bank, it''s esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for operational and capital expenditure requirements. The Company has availed term/buyer''s credit loan of Rs.5528 Lakhs (sanctioned limit Rs.7500 Lakhs) for the expansion project, out of which Rs.1972 Lakhs has since been repaid. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilized for the purposes for which the same are meant.The Company has not issued any Debentures.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Company''s operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to the Corporate Governance standards as prescribed by The Securities and Exchange Board of India (SEBI). A separate section on Corporate Governance together with a certificate from the Auditors of the Company regarding full compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is attached to this Report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your Directors have constituted the Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising, Mr. Narendra Kumar Sarawagi (Independent Director) as Chairman and Mr. Vimal Kedia, Mr. Surendra Kedia as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DIRECTORS'' RESPONSIBILITY STATEMENT The Directors hereby confirm that:

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

proper explanation relating to the material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs at the end of financial year and of the profit or loss for the period;

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed. EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 and the Rules made there under in respect of employees of the Company, is provided in annexure forming part of this report. In terms of section 219(1) (b) (iv) of the Companies Act, 1956, the report and the accounts being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary. There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period under report.

DIRECTORS

Mr. G. Vamanacharya (DIN 00246237) and Mrs. Maya Agarwal (DIN 00333648), Directors retire by rotation and being eligible, offer themselves for re-appointment. In terms of the requirements of the new Companies Act, 2013, their appointments as Independent Directors are proposed under Special Business.

In accordance with the Articles of Association and Companies Act, 1956 Mr. Surendra Kedia retire from office by rotation and being eligible, offer himself for reappointment.

During the current year, Mr. J.K. Singhania resigned from the office of Director due to pre occupation, your Board places on record its deep appreciation for the services rendered by the outgoing Director.

AUDIT COMMITTEE

The Audit Committee constituted, continued to discharge its function during the year under report.

AUDITORS

Messers Singhvi, Dev & Unni, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

COST AUDITOR

The Company has appointed Messrs. G S & Associates, Cost Accountants as Cost Auditor for conducting the audit of cost records of the company for the year 2014-15.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance, guidance, support and co-operation received from Banks, Registrars, Central Government, Government of Karnataka and its various departments Local Authorities, Customers, vendors and members. Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by the Company''s executives, staff and workers. Your Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever-willing support towards taking the Company forward on the path of progress and growth.

for and on behalf of the Board

Bangalore, Vimal Kedia Surendra Kedia 21st May, 2014 Managing Director Executive Director


Mar 31, 2013

The Directors have the pleasure of presenting the Twenty Sixth Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31, 2013.

RESULTS OF OUR OPERATIONS

(Rs. In lacs)

Particulars FY 2013 FY 2012

Turnover - Domestic 40,676.60 34,120.87

- Exports 3,025.38 1,957.49

Total Turnover 43,701.98 36,078.36

Less- Cost of Sales

Excise Duty 7,579.95 5,100.44

(lncrease)/Decrease in Stocks (1,220.40) 752.31

Materials Consumed 22,987.67 18,930.85

Other Expenditure 5,106.09 4,007.84

Sub Total 34,453.31 28,791.44

Gross Profit 9,248.67 7,286.92

Administrative and Selling Expenses 1,353.99 1,186.92

Operating Profit 7,894.68 6,100.00

Interest and Financial Charges 1,204.10 1,102.36

Depreciation / Write Offs 3,193.49 2,130.22

Profit after Interest and Depreciation 3,497.09 2,867.42

Other income 284.11 165.60

Profit before tax 3,781.20 3,033.02

Provision for Taxation 877.96 731.35

Deferred Tax (Provision )/Write Back 488.92 251.23

Net Profit after Tax 2,414.32 2,050.44

Proposed Dividend for the year (including taxes) 157.45 157.46

Retained Surplus 2,256.87 1,892.98

Add: Surplus brought forward from previous year 4,651.52 2,758.52

Less: Transfer to General Reserve - -

Net Surplus carried to Balance Sheet 6,908.39 4,651.50

Paid-up Equity Share capital (FV Rs. 10 per Equity Share) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 10,943.70 8,686.82

Weighted Average EPS(Rs.) 17.82 15.13

Book Value per share (Rs.) 90.91 74.25

Your Company had one more year of splendid performance and maintained its record of increasing growth and profits year after year. The gross turnover for FY 2013 was higher at Rs 43,702 lacs (2012 - Rs 36,078 lacs) registering an increase of 21%. The gross profit during FY 2013 was Rs 9,249 lacs (2012 - Rs 7,287 lacs) reflecting an increase of 27%, while the operating profit showed a jump of 29% to Rs 7,895 lacs (2012 - 6,100 lacs). The profit before tax during FY 2013 was also higher at Rs 3,781 lacs (2012 - Rs 3,033 lacs) recording an increase of 25%. After provision for taxation, the net surplus amounted to Rs 2,414 lacs (2012 - Rs 2,050 lacs) resulting in a fully diluted EPS of Rs 17.82 (2012 - Rs 15.13).

The notes on account referred to in Auditors'' Report are self-explanatory and do not call for any further comments.

DIVIDEND

Your Directors recommend a dividend @ Re 1 per Equity Share of Rs 10/- each, being 10% (involving an outflow of Rs. 157.45 lacs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 2nd August, 2013.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance, ongoing expansion programs and need to plough back profits for future growth.

OPERATIONS

The Company had a production of containers and preforms during the year of 53,240 MT (2012 - 34,518 MT) in line with increased production, the sales also increased to 48,477 MT (2012 - 39,212 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its esteemed clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals controlling different operational segments in a decentralized environment.

As stated earlier, during the year your Company commissioned its Greenfield factory in Bidadi near Bangalore. With this additional facility the Overall installed capacity of your Company has increased to 80,000 MT making your Company one of the largest in South East Asia. With this increased capacity the Company is well positioned to serve its customers in time competitively.

FINANCE

During the year under review, the Company continued to avail financial assistance from State Bank of India, it''s esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for operational and capital expenditure requirements. The Company has availed term/buyer''s credit loan of Rs 8148 Lacs (sanctioned limit Rs 10,923 Lacs) for the expansion project, out of which Rs 2,775 Lacs has since been repaid. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilized for the purposes for which the same are meant.The Company has not issued any Debentures.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Company''s operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to the Corporate Governance standards as prescribed by the Securities and Exchange Board of India (SEBI). A separate section on Corporate Governance together with a certificate from the Auditors of the Company regarding full compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

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

ii) The Directors have selected such accounting policies and applied them consistently (except change in accounting policy as referred in Part A, Para VII of Notes to account) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs at the end of financial year and of the profit or loss for the period;

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the Company is covered under the reporting requirements of Section 217(2A) of theCompanies Act, 1956.

DIRECTORS

In accordance with the Articles of Association and Companies Act, 1956 Mr. Rajat Kedia and Mr. Ankit Kedia retire from office by rotation and being eligible, offer themselves for reappointment.

Your Board deeply regrets to inform you that the Company''s senior most Director and member of Audit / Remuneration Committee Mr. R.P. Agarwal left for heavenly abode on 6th April 2013. The Board places on record its heartfelt condolences as also deep appreciation for the valuable services rendered by Mr. Agarwal during the tenure of his service and pray to Almighty that his departed soul rests in peace.

AUDIT COMMITTEE

The Audit Committee constituted continued to discharge its function during the year under report.

AUDITORS

Messers Singhvi, Dev& Unni, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Industries Dept, of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever-willing support towards taking the Company forward on the path of progress and growth.

For and on behalf of the Board

Bangalore, Vimal Kedia Surendra Kedia

May 28,2013 Managing Director Executive Director


Mar 31, 2012

The Directors have the pleasure of presenting the Twenty Fifth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2012.

RESULTS OF OUR OPERATION

(Rs in lakhs)

Particulars FY 2012 FY 2011

Turnover - Domestic 34,120.87 23,112.11

- Exports 1,957.49 1,073.39

Total Turnover 36,078.36 24,185.50

Less: Cost of Sales

Excise Duty 5,100.44 2,568.00

(Increase) / Decrease in Stocks 801.06 -1,473.58

Materials Consumed 18,930.84 13,871.85

Other Expenditure 3,732.65 3,506.32

Sub Total 28,564.99 18,472.59

Gross Profit 7,513.37 5,712.91

Administrative and Selling Expenses 1,419.48 979.64

Operating Profit 6,093.89 4,733.27

Interest and Financial Charges 1,102.36 603.89

Depreciation / Write Offs 2,130.22 1,934.39

Profit after Interest and Depreciation 2,861.31 2,194.99

Other Income 171.74 65.25

Previous Years'' Adjustment 0.00

Profit before Tax 3,033.05 2,260.24

Provision for Taxation 731.35 780.00

Deferred Tax (Provision) / Write Back 251.23 0.98

Net Profit after Tax 2,050.47 1,479.26

Proposed Dividend for the year (including taxes) 157.46 157.98

Retained Surplus 1,893.01 1,321.28

Add: Surplus brought forward from previous year 2,758.52 1,437.24

Less: Transfer to General Reserve 0.00 0.00

Net Surplus carried to Balance Sheet 4,651.50 2,758.52

Paid-up Equity Share capital (FV Rs10 per Equity Share) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 8,686.82 6,793.84

Weighted Average EPS (Rs) 15.14 10.92

Book Value per share (Rs) 74.25 60.06

The turnover for FY 2012 was higher at Rs 36,078 Lakhs (2011 - Rs 24,186 Lakhs) reflecting an increase of 49%. The gross profit during FY 2012 was higher at Rs 7,513 (2011 - Rs 5,713 Lakhs) reflecting an increase of 32%, while the operating profit showed a jump of 29% to Rs 6,094 Lakhs (2011 - Rs 4,733 Lakhs). The profit before tax during FY 2012 was also higher at Rs 3,033 Lakhs (2011 - Rs 2,260 Lakhs) reflecting an increase of 34%. After provision for taxation, the net surplus amounted to Rs 2,050 Lakhs (2011 - Rs 1,479 Lakhs) resulting in a fully diluted EPS of Rs 15.14 (2011 - Rs 10.92).

The notes on accounts referred to in Auditors'' Report are self-explanatory and do not call for any further comments.

DIVIDEND

Your Directors recommend a dividend @ Rs 1 per Equity Share of Rs 10/- each, being 10% (involving an outflow of Rs 157.46 Lakhs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 1st August, 2012.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance and growth plans.

OPERATIONS

Overall installed capacity of plant has increased to 48505 MTPA in view of expansion project completed during the year, as compared to 36,650 MTPA as at the end of the previous year. The major expansion is for the manufacture of PET Preforms and containers to the tune of 11855 MTPA by adding new machines. The actual production of containers and preforms during the year amounted to 34518 MT (2011 - 32,955 MT) resulting in a capacity utilisation of 71% of year-end installed capacity. The turnover was 39212 MT (2011 - 27,547 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its esteemed clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals controlling different operational segments in a decentralized environment.

FINANCE

During the year under review, the Company continued to avail financial assistance from State Bank of India, it''s esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for operational and capital expenditure requirements. The Company has availed term/buyer''s credit loan of Rs 4,152 Lakhs (sanctioned limit Rs 10,923 Lakhs) for the expansion project, out of which Rs 2,830 Lakhs has since been repaid. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Company''s operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on compliance of the Corporate Governance requirements is annexed to this report alongwith certification of Managing Director on the adherence to code of conduct. The Certificate from the Company''s Statutory Auditors on the same is also attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

ii) The Directors have selected such accounting policies and applied them consistently (except change in accounting policy as referred in Part A, Para VII of Notes to accounts) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs at the end of financial year and of the profit or loss for the period;

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the Company is covered under the reporting requirements of Section 217(2A) of The Companies Act, 1956.

DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. G. Vamanacharya and Mr. N.K. Sarawgi, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE

The Audit Committee constituted continued to discharge its function during the year under report.

AUDITORS

Messrs Singhvi, Dev & Unni, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Share Transfer Agents, Industries Dept. of Govt. of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever-willing support towards taking the Company forward on the path of progress and growth.

For and on behalf of the Board

21st May, 2012 Vimal Kedia Rajat Kedia

Bangalore Managing Director Director


Mar 31, 2011

DIRECTORS'' REPORT TO THE MEMBERS

The Directors have the pleasure of presenting the Twenty Fourth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2011.

PERFORMANCE HIGHLIGHTS

Pursuant to the Listing Agreement with Bombay and National Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in lacs)

Particulars FY 2011 FY 2010

Turnover - Domestic 23,112.11 15,254.59

-Exports 1,073.39 750.83

Total Turnover 24,185.50 16,005.42

Less: Cost of Sales

Excise Duty 2,568.00 1,102.18

(Increase) / Decrease in Stocks (1,473.58) (942.69)

Materials Consumed 11,911.38 8,172.59

Other Expenditure 5,466.79 4,139.09

Sub Total 18,472.59 12,471.17

Gross Profit 5,712.91 3,534.25

Administrative and Selling Expenses 954.76 700.35

Operating Profit 4,758.15 2,833.90

Interest and Financial Charges 624.36 352.71

Depreciation / Write Offs 1,934.39 1,003.12

Profit after Interest and Depreciation 2,199.40 1,478.07

Other Income 60.84 79.47

Previous Years'' Adjustment

Profit before Tax 2,260.24 1,557.54

Provision for Taxation 780.00 283.10

Deferred Tax (Provision) / Write Back 0.98 217.18

Net Profit after Tax 1,479.26 1,057.26

Proposed Dividend for the year (including taxes) 157.98 158.50

Retained Surplus 1,321.28 898.76

Add: Surplus brought forward from previous year 1,437.24 628.48

Less: Transfer to General Reserve 0.00 90.00

Net Surplus carried to Balance Sheet 2,758.52 1,437.24

Paid-up equity share capital (FV Rs.10 per equity share) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 6,810.93 5,489.65

Weighted Average EPS - Fully Diluted (Rs.) 10.92 7.80

Book Value per share - Fully Diluted (Rs.) 60.06 50.10

The turnover for FY 2011was higher at Rs.24,185.50lacs (2010 - Rs.16,005.42lacs) reflecting an increase of 51%. The gross profit during FY 2011 was higher at Rs5,712.91 lacs (2010 - Rs.3,534.25lacs) reflecting an increase of 62%, while the operating profit showed a jump of 68% to Rs.4,758.15lacs (2010 - Rs.2,833.90lacs). The profit before tax during FY 2011 was also higher at Rs.2,260.24lacs (2010 - Rs.1,557.54lacs) reflecting an increase of 45%. After provision for taxation, the net surplus amounted to Rs1,479.26lacs (2010 - Rs.1,057.26lacs) resulting in a fully diluted EPS of Rs.10.92 (2010 - Rs.7.80). The notes on accounts referred to in Auditors'' Report are self-explanatory and do not call for any further comments except clause (g) of the Auditors'' Report. The Company has obtained the Actuary Valuation Report since audit. As per the Actuary Valuation the liability on leave is Rs.45.28lacs whereas the Company financials recorded the liability at Rs.58.32lacs based on the actual leave benefit entitlement to its employees as per their terms of appointment.

DIVIDEND

Your Directors recommend a dividend @Rs.1 per share being 10% on the face value of Rs.10 per equity share (involving an outflow of Rs.157.98lacs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 26th September, 2011.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance and growth plans.

OPERATIONS

Overall installed capacity of plant has increased to 36,650 MTPA in view of expansion cum diversification project completed during the year, as compared to 29,210 MTPA as at the end of the previous year. The major expansion is for the manufacture of PET Preforms to the tune of 6,000 MTPA and the balance of 1,440 MTPA capacities have been added for the manufacture of containers. The actual production of containers and preforms during the year amounted to 13,934 MT (2010 - 10,827 MT) excluding conversion jobs of 18,910 MT (2010 - 10,944) resulting in a capacity utilisation of 90% of year-end installed capacity.. The turnover of manufactured items was 12,961 MT (2010 - 9,711 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its esteemed clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals controlling different operational segments in a decentralized environment.

FINANCE

During the year under review, the Company has continued to avail financial assistance from State Bank of India, its esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on competitive terms for its operational and capital expenditure requirements. The Company has availed a term loan of Rs. 5,174lacs (sanctioned limit Rs. 8,200lacs) for the expansion cum diversification project, out of which Rs. 1,117.80lacs have since been repaid. The company has also availed buyer''s credit of Rs.3,515.52lacs, which is repayable during the FY 2011-12 by utilisation of Rupee Term / Cash Credit Loans sanctioned by State Bank of India. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Company''s operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on compliance of the Corporate Governance requirements is annexed to this report alongwith certification of Managing Director on the adherence to code of conduct. The Certificate from the Company''s Statutory Auditors on the same is also attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

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

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the company is covered under the reporting requirements of section 217(2A) of The Companies Act, 1956.

DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956,, Sri. J.K.Singhania and Sri. R P Agarwal, both Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s Singhvi, Dev & Unni, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Share Transfer Agents, Industries Dept. of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever- willing support towards taking the Company forward on the path of progress and growth.

For and on behalf of the Board

Vimal Kedia Surendra Kedia

Managing Director Executive Director

Bangalore,

27th May, 2011


Mar 31, 2010

The Directors have the pleasure of presenting the Twenty Third Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2010.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of the Listing Agreement with Bombay Stock Exchange, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in lacs)

Particulars FY 2010 FY 2009

Turnover - Domestic 15,254.59 11,248.17

- Exports 750.83 630.59

Total Turnover 16,005.42 11,878.76 Less: Cost of Sales

Excise Duty 1,102.18 1,319.19

(Increase) / Decrease in Stocks (942.69) (79.30)

Materials Consumed 8,172.59 5,694.94

Other Expenditure 4,139.09 2,619.32

Sub Total 12,471.17 9,554.15

Gross Profit 3,534.25 2,324.61

Administrative and Selling Expenses 683.76 560.89

Operating Profit 2,850.49 1,763.72

Interest and Financial Charges 339.04 144.38

Depreciation / Write Offs 1,003.12 522.31

Profit after Interest and Depreciation 1,508.33 1,097.03

Other Income 49.21 49.39

Profit before Tax 1,557.54 1,146.42

Provision for Taxation 283.10 207.08

Deferred Tax (Provision) / Write Back 217.18 190.08

Net Profit after Tax 1,057.26 749.26

Proposed Dividend for the year (including taxes) 158.50 158.50

Retained Surplus 898.76 590.76

Add: Surplus brought forward from previous year 628.48 437.72

Less: Transfer to General Reserve 90.00 400.00

Net Surplus carried to Balance Sheet 1,437.24 628.48

Paid-up equity share capital (FV Rs.10 per equity share) 1,354.77 1,354.77

Reserves and Surplus (excluding revaluation reserves) 5,489.65 4,590.89

Weighted Average EPS - Fully Diluted (Rs.) 7.80 5.53

Book Value per share - Fully Diluted (Rs.) 50.10 43.26

The turnover for FY 2010 was higher at Rs.16,005.42lacs (2009 - Rs.11,878.76lacs) reflecting an increase of 35%. The gross profit during FY 2010 was higher at Rs3,534.25lacs (2009 - Rs.2,324.61 lacs) reflecting an increase of 52%, while the operating profit showed a jump of 62% to Rs.2,850.49lacs (2009 - Rs. 1,763.71 lacs). The profit before tax during FY 2010 was also higher at Rs.1,557.54lacs (2009 - Rs.1,146.41 lacs) reflecting an increase of 36%. After provision for taxation, the net surplus amounted to Rs1,057.26lacs (2009 - Rs.749.26lacs) resulting in a fully diluted EPS of Rs.7.80 (2009 - Rs.5.53). The notes on accounts referred to in Auditors Report are self-explanatory and do not call for any further comments.

DIVIDEND

Your Directors recommend a dividend @Rs.1 per share being 10% on the face value of Rs.10 per equity share (involving an outflow of Rs.158.50lacs including dividend tax) which will be paid subject to approval by Shareholders in the Annual General Meeting, to the members whose names appear in the register of members on 31st August, 2010.

The dividend payout for the year under review has been formulated in accordance with the Companys policy of striving to pay stable dividend linked to long term performance and growth plans.

OPERATIONS

Overall installed capacity of plant has increased to 29,210 MTPA in view of expansion cum diversification project completed during the year, as compared to 21,740 MTPA as at the end of the previous year. The major expansion is for the manufacture of PET Preforms to the tune of 6,360 MTPA and the balance of 1,110 MTPA capacities have been added for the manufacture of containers. The actual production of containers and preforms during the year amounted to 10,827 MT (2009 - 6,782 MT) excluding conversion jobs of 10,944 MT (2009 - 2,587) resulting in a capacity utilisation of 75% of year- end installed capacity on absolute basis, (92% is the capacity utilisation in reality terms) which is due to the fact that the capacity additions have been made during the end of 3rd quarter of the financial year. The turnover of manufactured items was 9,711 MT (2009 - 7,199 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its esteemed clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals controlling different operational segments in a decentralized environment.

FINANCE

During the year under review, the Company has continued to avail financial assistance from State Bank of India, its esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for its operational and capital expenditure requirements. The Company has availed a term loan of Rs. 2,519.06lacs (sanctioned limit Rs. 8,200lacs) for the expansion cum diversification project, out of which Rs. 200lacs have since been repaid. The company has also availed trade credit of Rs.1,920.71 lacs from its equipment supplier, which is repayable during the FY 2010-11 by utilisation of Rupee Term Loans sanctioned by State Bank of India. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

EXPANSION CUM DIVERSIFICATION PROJECT:

The Companys expansion cum diversification project at an estimated outlay of Rs.5,370lacs, as envisaged in the composite issue has been duly completed in all respect.

During the financial year 2009 -10, the Company has further increased its manufacturing capacity to 29,210MTPA by adding two more machines for manufacture of PET Preforms. The capital requirement for the expansion has already been arranged through Term loan from the bank and from internal accruals. While internal accruals has already been ploughed back the disbursal from the Term loan will take place on the due dates during the current financial year i.e. 2011-12.

Your Company now, has made a further capacity expansion plan for the ensuing financial year, wherein the capacity will be further increased by 1200MTPA in the container segment. The Preform production capacity enhancement is also being drawn up, which is expected to be implemented during third quarter of this year. The Company is working with their banker for funding this expansion.

STATUS OF FUND DEPLOYMENT

The sources and utilisation of the funds raised for the expansion cum diversification project as on 31st March, 2010 are highlighted hereunder:

(Rs. in Lacs)

SI. Items As per Actuals upto

No. Prospectus 31/03/2010

A. Sources of Fund

1 Proceeds of Rights Cum Public Issue of Shares 3,570.00 3,570.00

2 Project Term Loan from State Bank of India (SBI) 1,800.00 1,767.51

TOTAL 5,370.00 5,337.51

B. Deployment of Funds

1 Capex on expansion cum diversification project 4,214.00 4,480.89

2 Expenses on Composite Issue of Equity Shares 286.00 141.92

3 Working Capital Funds / Margin Requirements 870.00 714.70

TOTAL 5,370.00 5,337.51



DELISTING OF EQUITY SHARES FROM GUWAHATI, CALCUTTA AND AHEMDABAD STOCK EXCHANGES

The equity shares of the company have been delisted from Guwahati, Calcutta and Ahmedabad Stock Exchanges during the last financial year pursuant to special resolution passed by the members at the last annual general meeting. The equity shares of the company continue to be listed at Bombay Stock Exchange w.e.f. 28th February 2008 under scrip code: 532950 and scrip ID: MANJUSHRE on BOLT system. The company is also exploring the possibility of getting its equity shares listed at National Stock Exchange by complying with requisite preconditions.

CHANGE IN NAME OF THE COMPANY

Pursuant to approval of members at the last Annual General Meeting of the Company held on 30th August, 2008 and requisite approvals received from the appropriate government authorities and the Registrar of Companies, Karnataka, Bangalore (ROC), the name of the company has been changed to "Manjushree Technopack Limited" pursuant to a fresh Certificate of Incorporation dated 21st May, 2009 received from the ROC.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Companys operations and prospects:

* Industry Structure and Development;

* Opportunities and threats, risks and concerns;

* Internal Control Systems and their adequacy;

* Human Resources and Industrial Relations;

* Discussion on financial performance with respect to operational performance;

* Outlook for the future.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on compliance of the Corporate Governance requirements is annexed to this report along with certification of Managing Director on the adherence to code of conduct. The Certificate from the Companys Statutory Auditors on the same is also attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

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

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

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the company is covered under the reporting requirements of section 217(2A) of The Companies Act, 1956.

DIRECTORS

In accordance with the Articles of Association of the Company, Smt. Savita Kedia and Smt. Sashi Kedia, both Directors, retire at the conclusion of the ensuing Annual General Meeting and being eligible, does not offer themselves for re-appointment. In place of these retiring directors, who does not ofer to be re-appointed, the company recommends to appoint Mr. Rajat Kedia & Mr. Ankit Kedia as directors of the company.

AUDITORS

M/s Sharma & Pagaria, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusions of the ensuring Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Share Transfer Agents, Industries Dept. of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever- willing support towards taking the Company forward on the path of progress and growth.

For and on behalf of the Board

Bangalore, Vimal Kedia Surendra Kedia

The 27th May, 2010 Managing Director Executive Director


Mar 31, 2009

The Directors have the pleasure of presenting the Twenty Second Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2009.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of the Listing Agreement with Bombay Stock Exchange, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in lacs)

Particulars FY 2009 FY 2008

Turnover - Domestic 11248.16 7957.44 - Exports 630.60 561.00 Total Turnover 11878.76 8518.44 Less: Cost of Sales Excise Duty 1304.33 1143.95 (Increase) / Decrease in Stocks (79.30) (185.90) Materials Consumed 5709.80 4005.42 Other Expenditure 2619.13 1817.52 Sub Total 9553.96 6780.99 Gross Profit 2324.80 1737.45 Administrative and General Expenses 273.61 271.16 Selling and Distribution Expenses 307.63 270.26 Operating Profit 1743.56 1196.03 Interest and Financial Charges 124.22 168.00 Depreciation / Write Offs 522.31 364.38 Profit after Interest and Depreciation 1097.03 663.65 Other Income 49.39 25.52 Previous YearsAdjustment - (12.18) Profit before Tax 1146.42 676.99 Provision for Taxation (207.08) (150.45) Deferred Tax (Provision) / Write Back (190.08) (86.37) Net Profit after Tax 749.26 440.17 Interim Dividendfor the year(including taxes) 158.50 49.27 Retained Surplus 590.76 390.90 Add: Surplus brought forward frompreviousyear 437.72 846.82 Less: Transfer to General Reserve 400.00 800.00 Net Surplus carried to Balance Sheet 628.48 437.72 Paid-up equity share capital (FV Rs. 10 per equity share) 1354.77 1354.77 Reserves and Surplus (excluding revaluation reserves) 4590.89 4000.13 Weighted Average EPS - Fully Diluted (Rs.) 5.53 3.25 Book Value per share - Fully Diluted (Rs.) 43.26 38.69

The turnover for FY 2009 was higher at Rs. 11878.76 lacs (2008 - Rs. 8518.44 lacs) reflecting an increase of 39%. The gross profit during FY 2009 was higher at Rs. 2324.80 lacs (2008 - Rs. 1737.45 lacs) reflecting an increase of 34%, while the operating profit showed a jump of 46% to Rs. 1743.56 lacs (2008 - Rs. 1196.03 lacs). The profit before tax during FY 2009 was also higher at Rs. 1146.42 lacs (2008 - Rs. 676.99 lacs) reflecting an increase of 69%. After provision for taxation, the net surplus amounted to Rs. 749.26 lacs (2008 - Rs. 440.17 lacs) resulting in a fully diluted EPS of Rs. 5.53 (2008 - Rs. 3.25). The notes on accounts referred to in Auditors Report are self-explanatory and do not call for any further comments.

DIVIDEND

In view of comfortable cash generations, the Board at its meeting held on 31st October 2008 declared an interim dividend @ Re. 1 per share being 10% on the face value of Rs. 10 per share (involving an outflow of Rs. 158.50 Lacs including dividend tax) which has been duly paid to members whose names appeared in the register of members on 21st November, 2008. Considering the resource requirements for the ongoing expansion cum diversification project, the Board has resolved not to make any further distribution and recommends to the members to consider the interim dividend already paid as the Final Dividend for the FY 2008-09.

OPERATIONS

Overall installed capacity of plant has gone upto 21740 MTPA in view of expansion cum diversification project completed during the year, as compared to 9120 MTPA as at previous year end. The major capacity additions have been for the manufacture of PET Preforms to the tune of 11100 MTPA and the balance capacities have been added for the containers. The actual production of containers and preforms during the year amounted to 6722 MT (2008 - 4410 MT) excluding conversion jobs of 1757 MT (2008 - Nil) resulting in a capacity utilisation of 39% of year-end installed capacity on absolute basis, which is due to the fact that the major capacity additions have been made only towards the fag end of the year. The turnover of manufactured items was 6657 MT (2008 - 4200 MT). The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its MNC clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals manning different operational segments in a decentralized environment.

FINANCE

During the year under review, the Company has continued to avail financial assistance from State Bank of India, its esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for its operational and capital expenditure requirements. The Company has availed a term loan of Rs. 655.11 lacs (sanctioned limit Rs. 1800 lacs) for the expansion cum diversification project, out of which Rs. 200 lacs have since been repaid. The company has also availed trade credit of Rs. 989.01 Lacs (equivalent to USD 1991600) from Husky Injection Moulding Systems, Canada, which is repayable during the FY 2009-10 by utilisation of Rupee Term Loans sanctioned by State Bank of India. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

EXPANSION CUM DIVERSIFICATION PROJECT

The companys expansion cum diversification project at an estimated outlay of Rs. 5370 lakhs, as envisaged in the composite issue, has been duly completed during the FY 2008-09 and the plant capacity has increased to 21740 MT instead of the original plan to raise the plant capacity to 14240 MTPA only, as a result of modifications in the project during the year. The project involved acquisition of NISSEI machines for manufacture of wide mouth containers besides HUSKY machines for manufacture of Preforms for Bottles and Jars. The company has now embarked upon further expansion of companys PET / Monolayer containers / Preforms manufacturing capacity during current and next year at an estimated capital outlay of Rs. 3000 Lacs to be fully financed out of internal accruals, as a result of which the overall plant capacity is likely to increase by 7000 MTPA by the end of FY 2011.

STATUS OF FUND DEPLOYMENT

The sources and utilisation of the funds raised for the expansion cum diversification project as on 31st March 2009 are highlighted hereunder:

(Rs. in Lacs)

SI. Items As per _ Prospectus

A. Sources of Fund

1 Proceeds of Rights Cum Public Issue of Shares 3,570.00 2 Project Term Loan from State Bank of India (SBI) 1,800.00 3 Outstanding Liability against Capital Expenditure- TOTAL 5,370.00 B. Deployment of Funds 1 Capex on expansion cum diversification project 4,214.00 2 Expenses on Composite Issue of Equity Shares 286.00 3 Working Capital Funds / Margin Requirements 870.00 TOTAL 5,370.00

Actuals upto 31/03/2009

3,570.00 655.10 996.06 5,221.16 4,480.89 141.92 598.35 5,221.16

The outstanding liability against capital expenditure is proposed to be discharged out of term loan disbursements from SBI during the current financial year and the balance term loan is also proposed to be fully availed against capex incurred by the company during the year.

DELISTING OF EQUITY SHARES FROM GAUHATI, CALCUTTA AND AHEMDABAD STOCK EXCHANGES

The equity shares of the company have been delisted from Gauhati, Calcutta and Ahmedabad Stock Exchanges during the year pursuant to special resolution passed by the members at the last annual general meeting. The equity shares of the company continue to be listed at Bombay Stock Exchange w.e.f. 28th February 2008 under scrip code: 532950 and scrip ID: MANJUSHRE on BOLT system. The company is also exploring the possibility of getting its equity shares listed at National Stock Exchange by complying with requisite preconditions.

CHANGE IN NAME OF THE COMPANY

Pursuant to approval of members at the last Annual General Meeting of the Company held on 30" August, 2008 and requisite approvals received from the appropriate government authorities and the Registrar of Companies, Karnataka, Bangalore (ROC), the name of the company has been changed to "Manjushree Technopack Limited" pursuant to a fresh Certificate of Incorporation dated 21s1 May, 2009 received from the ROC.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia covers, the following aspects of Companys operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on compliance of the Corporate Governance requirements is annexed to this report alongwith certification of Managing Director on the adherence to code of conduct. The Certificate from the Companys Statutory Auditors on the same is also attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

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

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the company is covered under the reporting requirements of section 217(2A) of The Companies Act, 1956.

DIRECTORS

In accordance with the Articles of Association of the Company, Sri Narendra Kumar Sarawgi and Sri G. Vamanacharya, both Directors, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

AUDITORS

M/s A. Kedia and Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Registrars and Share Transfer Agents, Industries Dept. of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their dedicated and ever- willing support towards taking the Company forward on the path of progress and growth.

For and on behalf of the Board Bangalore, Vimal Kedia Surendra Kedia The 27th day of June, 2009 Managing Director Executive Director


Mar 31, 2008

The Directors have the pleasure of presenting the Twenty First Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2008.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of Listing Agreement with the Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder:

Rs .in lace Particulars FY 2008 FY 2007

Turnover-Domestic 7957.44 7679.50 Exports 561.00 317.74 Total Turnover 8518.44 7997.24 Less: Cost of Sales Excise Duty 1143.95 961.11 (Increase)/Decrease in Stocks (185.90) 54.44 Consumption of Raw materials 4005.42 4063.94 Other Expenditure 1817.52 1671.59 Sub Total 6780.99 6751.08 Gross Profit 1737.45 1246.16 Administrative Et General Expenses 271.16 179.70 Selling ft Distribution Expenses 270.26 195.32 Operating Profit 1196.03 871.14 Interest ft Financial Charges 168.00 162.23 Depreciation /Write offs 364.38 275.32 Profit after Interest ft Depreciation 663.65 433.59 Other Income 25.52 5.63 Previous Years Adjustment (12.18) (4.16) Profit before Tax 676.99 435.06 Provision for Taxation (150.45) (156.92) Deferred Tax (Provision) / Write Back (86.37) 4.18 Net Profit after Tax 440.17 282.32 Interim Dividend for the year® (including taxes) 49.27 48.01 Retained Surplus 390.90 234.31 Add: Surplus brought forward from Previous year 846.82 612.51 Less: Transfer to General Reserve 800.00 - Net Surplus carried to Balance Sheet 437.72 846.82 Paid-upequitysharecapital(FVRs. 10 per equity share) 1354.77 421.08 Reserves Surplus(excluding revaluation reserves) 4000.13 972.93 Weighted Average EPS- Fully Diluted (Rs.) 3.25 6.70 Book Value per share -Fully Diluted (Rs.) 38.69 33.11

The turnover for FY 2008 was higher at Rs. 8518.44 lacs (2007 - Rs. 7997.24 lacs) reflecting an increase of 6.5%. The gross profit during FY 2008 was higher at Rs. 1737.45 lacs (2007 - Rs. 1246.16 lacs) reflecting an increase of 39.4%, while the operating profit showed a jump of 37.3% to Rs. 1196.03 lacs (2007 - Rs. 871.14 lacs). The profit before tax during FY 2008 was correspondingly higher at Rs. 676.99 lacs (2007 - Rs. 435.06 lacs) reflecting an increase of approx. 55.6%. After provision for taxation, the net surplus amounted to Rs. 440.17 lacs (2007 - Rs. 282.32 lacs) resulting in a fully diluted EPS of Rs. 3.25 (2007- Rs. 6.70) on the enhanced share capital of Rs. 1354.77 lacs (2007 - Rs. 421.08 lacs) post the rights cum public issue of equity shares during the FY 2008. The notes on accounts referred to in Auditors Report are self-explanatory and do notcallforany further comments.

DIVIDEND

In view of comfortable cash generations, the Board at its meeting held on 31st July, 2007 declared an interim dividend @ 10% (involving an outflow of Rs. 49.27 Lacs including dividend tax) which has been duly paid to those members whose names appeared in the register of members on 1 st September, 2007. Considering the resource requirements for the ongoing expansion cum diversification project, the Board has resolved not to make any further distribution and recommends to the members to consider the interim dividend already paid as the Final Dividend for the FY 2007-08. Out of the surplus for the year amounting to Rs. 390.90 lacs alongwith brought forward surplus of Rs. 846.82 lacs aggregating to Rs. 1237.72 lacs, the Directors have proposed to transfer Rs. 800 lacs to General Reserve and the net surplus of Rs. 437.72 lacs is proposed to be carried to the Balance Sheet.

OPERATIONS

Overall installed capacity of plant has gone upto 9120 MTPA during the year in view of expansion cum diversification project under implementation, as compared to 4140 MTPA during the previous year. However, most of the additional capacity has materialized at the fag end of the year only. The actual production during the year amounted to 4410 MT (2007 -3674MT) resulting in a consistent capacity utilisation of almost 90% on annualised basis, which is quite satisfactory. The turnover of manufactured items was 4224 MT during the year as against 3775 MT during the previous year. The Company continues to have a strong focus on innovation, research and development for sustained growth while enjoying a preferred supplier status with most of its MNC clientele in FMCG, Pharma and allied sectors. It has a dedicated team of technically qualified / trained personnel and professionals manning different operational segments in a decentralized environment.

FINANCE

During the year under review, the Company has continued to avail financial assistance from State Bank of India, its esteemed Bankers, by way of Rupee Term Loans and Cash Credit limits on extremely competitive terms for its operational and capital expenditure requirements. The Company has prepaid the existing term loans fully during the year and has availed a fresh term loan of Rs. 626.39 lacs (sanctioned limit Rs. 1800 lacs) for the expansion cum diversification project under implementation. The Directors confirm that the funds obtained by the Company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

INCREASE IN SHARE CAPITAL 6t LISTING AT BOMBAY STOCK EXCHANGE

During the year under review, the Company has successfully completed a rights cum public issue of 9,336,900 equity shares to raise Rs. 3570 Lacs comprising of Rights Issue of 42,10,800 equity shares of Rs. 10 each issued at a premium of Rs. 20 per share; and Public Issue of 51,26,100 equity shares of Rs. 10 each issued at a premium of Rs. 35 per share. The equity shares of the company have been listed at Bombay Stock Exchange post the composite issue of shares, in addition to the Gauhati, Calcutta and Ahmedabad SEs, where the equity shares continue to be listed at present. The trading in companys shares started at BSE w.e.f. 28th February 2008 under scrip code: 532950 and scrip ID on BOLT system: MANJU.

EXPANSION CUM DIVERSIFICATION PROJECT

The companys expansion cum diversification project at an estimated outlay of Rs. 5370 lakhs to increase the overall plant capacity to 14240 MTPA from the existing level of 4140 MTPA continues to be under implementation. The project involves acquisition of additional Japanese machines for manufacture of wide mouth containers besides European machines for manufacture of Preforms for Bottles Jars. The diversification into Preforms is intended to cater primarily to the US and Europe export markets besides the vast domestic market for bottled beverage, mineral water, fruit juices and carbonated soft drink packers, just to name a few. The first set of Husky Machines for manufacture of Preforms has already been installed by 31st March 2008 and duly commissioned, while the second set of the machine is being finalized based on feedback from customers on the exact molding requirements.

STATUS OF FUND DEPLOYMENT

The sources and utilisation of the funds raised for the expansion cum diversification project as on 31st March 2008 are highlighted hereunder:

SI. Items

A. Sources of Fund

1 Rights Cum Public Issue of Shares

2Term Loan from State Bank of India (SBI)

TOTAL

B. Deployment of Funds

1 Capital Exp. on expansion cum diversification project

2 Expenses of the Issue / Security Deposit with BSE

3 Working Capital Funds / Margin Requirements

TOTAL

C.Surplus Fund

D. Utilisation of Surplus Fund

1 Prepayment of Existing Term Loans to SBI

2 Short Term Deposits with IDBI Bank, Bangalore__

TOTAL

As per Actuals upto Prospectus31/03/2008

3,570.00 3,570.00

1,800.00 626.39 5,370.00 4,196.39 4,214.00 1,810.50 286.00 177.63 870.00 848.26 5,370.00 2,836.39 1,360.00 - 510.00 - - 850.00 1,360.00 -

DELISTING OF EQUITY SHARES FROM GAUHATI, CALCUTTA AND AHEMDABAD STOCK EXCHANGES

As already stated, the equity shares of your Company are presently listed on Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange Limited (ASE), The Calcutta Stock Exchange Association Limited (CSE) and The Gauhati Stock Exchange Limited (GSE). The equity shares continue to be listed since the year 1995 at GSE, CSE and ASE after the initial public issue in September 1995 while the equity shares were listed at BSE on 28th February 2008 after the follow-on public offer cum rights issue of equity shares pursuant to offer document dated 18th December 2007. Post the Rights cum Follow on Public Issue, the equity shares of the company are getting traded on BSE only under DEMAT mode. Moreover, even prior to BSE listing, there was hardly any trading in the equity shares of the company at the other 3 stock exchanges during the last 6-7 years. The trading volume of companys equity shares since listing at BSE has been quite satisfactory to ensure liquidity to the members. In view of the same, your Directors, at their meeting held on 17th April 2008, have approved the voluntary delisting of equity shares of the company from GSE, CSE and ASE, subject to approval of members at the ensuing Annual General Meeting and completion of necessary formalities in this regard in terms of SEBI (Delisting of Securities) Guidelines, 2003.

The proposed voluntary delisting of equity shares from the said three Stock Exchanges will not adversely affect the interest of any investor including the members located in the regions where the said Stock Exchanges are situated. The equity shares are being compulsorily traded in demat mode at BSE, which enables the investors to trade in the same from anywhere in the country. As the equity shares shall continue to remain listed on BSE, which has the national presence, no exit option is required to be offered to the Shareholders. Further, the delisting of equity shares from GSE, CSE and ASE will entail savings in Annual Listing Fees and other related administrative costs. A Special Resolution has accordingly been proposed for approval by the Members at the ensuing annual general meeting of the company.

CHANGE OF NAME OF THE COMPANY

The Company was incorporated as a private limited company on 13th November 1987 under the name and style of "Manjushree Extrusions Private Limited" having its registered office at Guwahati (Assam). The company setup its Flexible Packaging Unit during 1988-89 at Guwahati, which was equipped with Plastic Extruders to convert plastic granules into plastic films by adopting extrusion process and thereafter reconvert the same to plastic pouches and bags suited to customers specifications with the aid of other auxiliary equipment. The company was converted into a public limited company on 12th December 1994 and thereafter made a public issue of shares in September 1995 to facilitate the setting up of a PET Containers unit at Bangalore. In addition, the company commissioned a diversification plan for manufacture of Multi-layer containers, with a thrust on export markets, during the year 2002-04 by setting up a new unit at Bangalore. In order to concentrate on its core and successful activity for manufacturing of PET and Multilayer Containers, the company in the meantime disposed- off the Guwahati Unit on 1st October 2000 with requisite approvals. The registered office of the company was thereafter shifted from Assam to Karnataka on 23rd May 2003 and the same is now located at 143C5, Bommasandra Industrial Area, Hosur Road, Bangalore-560 099.

The company recently made a rights cum public issue of shares in order to part finance its expansion cum diversification project for manufacture of PET Preforms. The shares have been listed at Bombay Stock Exchange in addition to existing stock exchanges at Guwahati, Kolkata and Ahmedabad, where the shares have been listed since 1995.

In view of the above, the word "Extrusions" forming part of the existing name of the company no longer correctly reflects on the present core activity and strengths of the company, which are now targeted more towards providing advanced packaging solutions to a host of multinational and domestic companies in the field of innovative and value added packaging medium in the form of Monolayer and Multilayer Plastic containers besides PET Preforms designed and developed by the company suited to the specific customers technical specifications. Most of the equipment used by the company are imported, while the products of the company are being exported to other countries. The company has developed in-house R6tD Centre besides a unique Packaging Museum to cater to its innovative efforts in this direction. Therefore, it is proposed, subject to requisite approvals, to change the name of the company to suitably reflect on its present core competence and operations.

The Board of Directors has approved the proposed name of the company as "Manjushree Global Limited" in view of the global nature of its present as well as proposed operations. However, as the members may be aware, the change of name is subject to availability of name from the Registrar of Companies, Karnataka, Bangalore. Pursuant to section 21 of the Act, approval of members and Central Government is also required to change the name of the company. Accordingly, an enabling resolution is being proposed at the ensuing annual general meeting for approval of members, consequent upon which, necessary application will be made to Registrar of Companies, Karnataka, Bangalore, as well as Central Government seeking requisite approvals to give effect to change of name of the company. However, the Board will have the liberty to adopt the new name or any alternate name or retain the existing name, as may be considered expedient indue course.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter- alia covers, the following aspects of Companys operations and prospects:

* Industry Structure and Development;

* Opportunities and threats, risks and concerns;

* Internal Control Systems and their adequacy;

Human Resources and Industrial Relations;

* Discussion on financial performance with respect to operational performance;

* Outlook for the future.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on compliance of the Corporate Governance requirements is annexed to this report alongwith certification of Managing Director on the adherence to code of conduct. The Certificate from the Companys Statutory Auditors on the same is also attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT The Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs at the end of financial yea rand of the profit or loss for the period;

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 is annexed.

EMPLOYEES

None of the employees of the company is covered under the reporting requirements of section 217(2A) of The Companies Act, 1956.

DIRECTORS

In accordance with the Articles of Association of the Company, Sri Jayant Kumar Singhania and Sri Radheshyam Phoolchand Agarwal, both Directors, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS

M/s A. Kedia ft Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, Industries Dept. of Govt, of Karnataka, Local Authorities, Suppliers, Contractors, Customers and Vendors. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their ever-willing support to take the Company forward on the path of progressand growth.

For and on behalf of the Board

Bangalore, Vimal Kedia Surendra Kedia The 30th day of June 2008 Managing Director Executive Director


Mar 31, 2005

Your Directors have the pleasure of presenting the Eighteenth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2005.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of Listing Agreement with various Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in Lacs) Particulars Current Previous Year ended Year ended 31.03.2005 31.03.2004

Gross Turnover 5150.14 3658.72

Less: Cost of Sales

Excise Duty 727.68 492.46

(Increase)/Decrease in Stocks (104.37) (11.75)

Consumption of Raw materials 2402.69 1546.81

Staff Cost 151.21 122.89

Other Expenditure 1033.12 723.33

Sub Total 4210.33 2873.74

Gross Profit 939.81 784.98

Administrative & General Expenses 148.34 107.09

Selling & Distribution Expenses 163.76 121.58

Operating Profit 627.71 556.31

Interest & Financial Charges 111.84 93.66

Depreciation/Write Offs 343.74 314.80

Profit after Interest & Depreciation 172.13 147.85

Other Income 2.43 5.04

Previous Years Adjustment 2.78 (0.60)

Profit/(Loss) before Tax 177.34 152.29

Provision for Taxation 39.30 15.43

Provision for Deferred Tax 25.62 39.09

Net Profit/(Loss) after Tax 112.42 97.77

Paid-up Equity Share Capital (Face Value of 10/-) 421.08 421.08

Reserves & Surplus (excluding revaluation reserves) 649.52 584.70

Weighted Average EPS (Rs.) 2.67 2.32

The analysis would reveal that the operational performance in terms of turnover is higher at Rs.5150.14 lacs as compared to Rs. 3658.72 lacs reflecting an increase of 41 % YOY, which is attributable to higher capacity coupled with better capacity utilisation. The gross profit has increased from Rs. 784.98 lacs to Rs. 939.81 lacs reflecting an increase of 20% YOY, but has come down as a percentage of sales from 21.45% in 2004 to 18.25% in 2005, primarily due to increase in cost of inputs, which could not be passed on to customers in present market scenario.

The operating performance in terms of the net profit before tax during the year is higher at Rs. 177.34 lacs as against a surplus of Rs. 152.29 lacs during the previous year reflecting an increase of approx. 16%, which should be considered quite satisfactory and encouraging.

The notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DIVIDEND

In view of comfortable cash generation during the year inspite of substantial capital expenditure in the ongoing capacity expansion, the Board at its meeting held on 31st January 2005 declared an interim dividend @ 10% (involving an outflow of Rs. 47.61 lacs including dividend tax) payable to those members whose names appeared in the register of members on 1st March 2005, and the same has been duly paid to such members. Considering the level of profit after tax, the Board has resolved not to make any further distribution and recommends to the members to consider the interim dividend already paid as the Final Dividend for the year 2004-05. The surplus for the year amounting to Rs. 64.81 lacs alongwith brought forward surplus of Rs. 458.59 lacs aggregating to Rs. 523.40 lacs is proposed to be carried to the Balance Sheet.

FINANCE

During the year under review, the company undertook further capacity expansion plans with an outlay of approx. Rs. 900 lacs, which has been funded to the tune of Rs. 600 lacs by State Bank of India by way of term loan in addition to companys internal accruals. The company has continued to avail financial assistance from its esteemed Bankers, SBI by way of Rupee Term

Loans, Rupee Cash Credit limits and FCNRB Loans on extremely competitive terms for its operational and capital expenditure requirements. The Company has been regular in making scheduled repayments against term loans availed from the Bank alongwith interest due thereon. The Directors confirm that the funds obtained by the company by way of term loans/working capital borrowings have been duly utilised for the purposes for which the same are meant.

OPERATIONS

As already stated, the company undertook a planned capacity expansion of its existing PET containers manufacturing facilities to raise the installed capacity from 2250 MT to 2970 MT during the year while further capacities are being added during the current year in line with the market trends and potential. The capacity of Multilayer containers unit has remained static at the earlier level of 480 MT resulting in overall plant capacity of 3450 MT. As against the same, the company has turned out impressive performance with a production of 2860 MT resulting in a capacity utilisation of 83% on unannualised basis, which is quite satisfactory. The turnover was also higher at 2765 MT as against 2135 MT during the previous year. The company is continuing its efforts towards expanding the market for Multilayer containers, the technology whereof is being tried in the country for the first time and therefore has to face the initial teething troubles, while the company is quite confident of its potential considering the vast and virgin market prospects for the product in Agro-chem, Pharma, Food Products, Cosmetics and allied sectors. The company, in view of innovative edge to its products aided by R&D efforts, continues to enjoy the patronage of leading multinationals and domestic companies in the FMCG and allied sectors and is confident of maintaining its operational growth in future with assured demand for its products leading to consistent increase in turnover and profitability.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alia, covers the following aspects of companys operations and prospects:

* Industry Structure and Development;

* Opportunities and threats, risks and concerns;

* Internal Control Systems and their adequacy;

* Human Resources and Industrial Relations;

* Discussion on financial performance with respect to operational performance;

* Outlook for the future.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988, is annexed.

CHANGE OF NAME OF THE COMPANY

As the members are aware, the Company was incorporated as a private limited company on 13th November 1987 under the name and style of "ManJushree Extrusions Private Limited" having its registered office at Guwahati (Assam) with the main object of manufacturing, processing and dealing in plastics, plastic products, plastic packaging and allied activities.

The company setup its Flexible Packaging Unit during 1988-89. at Guwahati (Assam), which was equipped with Plastic Extruders to convert plastic granules into plastic films by adopting extrusion process and thereafter reconvert the same to plastic pouches and bags suited to customers specifications with the aid of Lamination and Printing plants besides other auxiliary equipment. The company was converted into a public limited company on 12th December 1994 and thereafter made a public issue of shares in September 1995 to facilitate the setting up of a PET Containers unit at Bangalore (Karnataka).

The PET Containers unit was expanded from time to time through various expansion plans undertaken by the company. In addition, the company commissioned a diversification plan for manufacture of Multi-layer containers during the year 2002-04 by setting up a new unit at Bangalore (Karnataka). In order to concentrate on its core and successful activity for manufacturing of PET and Multilayer Containers, the company in the meantime disposed-off the Guwahati Unit on 1st October 2000 with requisite approvals. The registered office of the company was thereafter shifted from Assam to Karnataka on 23rd May 2003 and the same is now located at 143C5, Bommasandra Industrial Area, Hosur Road, Bangalore-560 099.

As the members will observe from the above, the word "Extrusions" forming part of the existing name of the company no longer correctly reflects on the present core activity and strengths of the company, which are now targeted more towards providing advanced packaging solutions to a host of multinational and domestic companies in the field of innovative and value added packaging medium in the form of Monolayer and Multilayer Plastic containers designed and developed by the company suited to the specific customers technical specifications. Therefore, the Board at its meeting held on 30th June 2005 approved of the proposal to change the name of the company to suitably reflect on its present core competence and operations. Pursuant to section 21 of the Act, approval of the members and the Central Government is required to change the name of the company, and accordingly, the members approval is being sought at the ensuing Annual General Meeting while the Central Govt. will be approached in due course. The Directors commend the Resolution for members approval.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

ii) The Directors have selected such accounting policies and applied them consistently and 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 financial year and of the profit or loss of the Company for the period;

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

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

EMPLOYEES

Section 217(2A) of The Companies Act, 1956 is not attracted in the case of the Company.

DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956, Sri Jayant Kumar Singhania, Director, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment.

AUDITORS

M/s A. Kedia & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, State Bank of India, Industries Dept. of Govt. of Karnataka, various Local Authorities, Suppliers, Contractors, Customers and Business Associates of the Company. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff of the Company at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their ever-willing support to take the Company forward on the path of progress and growth.

For and on behalf of the Board VIMAL KEDIA Managing Director

SURENDRA KEDIA Executive Director

Bangalore, The 30th day of June, 2005

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, to the extent applicable, in accordance with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 for the year ended March 31, 2005.

A. CONSERVATION OF ENERGY:

(a) Energy conservation measures taken : The company is closely monitoring its energy consumption levels through in-house system as well as external agencies.

(b) Additional investments and proposals, it any, being implemented for reduction of consumption of energy.

: No significant investment/proposal is envisaged in respect of reduction of present consumption levels of energy.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Not possible to identify specifically.

(d) Total energy consumption and energy consumption per unit of production

: As per Form A hereunder.

FORM - A

Form for disclosure of particulars with respect to conservation of energy

A. POWER AND FUEL CONSUMPTION

1. Electricity 31.03.2005 31.03.2004

(a) Purchased

Units 5785660 4930908

Total amount (Rs.) 25601973 21147205

Rate/Unit (Rs.) 4.43 4.29

(b) Own Generation through Diesel Generator

Units Generated 336059 153336

Units Per Litre of diesel oil 3.16 3.37

Cost/Unit 7.28 5.86

2. Coal - -

3. Furnace Oil

4. Others

*. CONSUMPTION PER UNIT OF PRODUCTION (to the extent applicable)

Particulars Standard Unit 31.03.2005 31.03.2004

Production (Plastic Containers) N.A. MT 2860 2145

Electricity (incl. own generation None Units 2023 2370

Diesel Oil None Litres 37 21

B. TECHNOLOGY ABSORPTION:

(e) Efforts made in technology absorption as per Form - B is detailed hereunder:

FORM - B

Form for disclosure of particulars with respect to absorption

A. RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the company, The company is making in-house R & D efforts for introduction/development of value added products.

2. Benefits derived as a result of the above R&D New products have been introduced giving an edge to the company in present day competitive market.

3. Further Plan of action The company intends to continue its R&D efforts.

4. Expenditure on R & D

(a) Capital Not possible to identify.

(b) Recurring -do-

(c) Total -do-

(d) Total R&D expenditure as a percentage of -do- total turnover

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

: Does not arise.

I. Efforts in brief made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.

: Does not arise.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished:

(a) Technology imported

(b) Year of Import : None

(c) Has technology been fully absorbed? : N.A.

(d) If not fully absorbed, areas where this has not taken : N.A. place, reasons therefor and future plans of action. : N.A.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

(f) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services; export plans.

: In view of the nature of companys products, there is no significant export potential, yet the company has been continuously making efforts to explore suitable export opportunities, as and when it arises for any particular application.

(g) Total foreign exchange used and earned (Rs.) 31.03.2005 31.03.2004

A. FOREIGN EXCHANGE EARNINGS:-

Export Sales (including exchange difference) 94,24,856 120,94,866

B. FOREIGN EXCHANGE OUTGO:-

Capital Equipment- - 277,13,891

Travelling Expenses- 87,375 52,337

Bank Charges (Import & FBC)- 20,170 77,007

Interest on FCNRB Loans- 65,30,981 56,54,244

Raw Materials Consumed- 132,57,483 49,85,311

Total (B) 198,96,009 384,82,790


Mar 31, 2004

The Directors have the pleasure of presenting the Seventeenth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2004.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of Listing Agreement with various Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in lacs) Particulars Current Previous Year ended Year ended 31.03.2004 31.03.2003

Gross Turnover 3658.72 2771.57 Less: Cost of Sales Excise Duty 492.46 405.91 (Increase) / Decrease in Stocks (11.75) (50.25) Consumption of Raw materials 1546.81 1271.10 Staff Cost 122.89 85.57 Other Expenditure 723.33 500.58 Sub Total 2873.74 2212.91 Gross Profit 784.98 558.66 Administrative & General Expenses 107.09 112.20 Selling & Distribution Expenses 121.58 130.83 Operating Profit 556.31 315.63 Interest & Financial Charges 93.66 37.26 Depreciation / Write Offs 314.80 166.59 Profit after Interest & Depreciation 147.85 111.78 Other Income 5.04 3.56 Previous Years Adjustment (0.60) (0.97) Profit /(Loss) before Tax 152.29 114.37 Provision for Taxation 15.43 10.67 Provision for Deferred Tax 39.09 30.58 Net Profit / (Loss) after Tax 97.77 73.12 Paid-up Equity Share Capital (Face Value of 10/-) 421.08 421.08 Reserves & Surplus (excluding revaluation reserves) 584.70 486.93 Weighted Average EPS (Rs.) 2.32 1.74

The analysis would reveal that the operational performance in terms of sales as well as profits has improved substantially during the year in as much as the overall sales turnover is higher at Rs. 3658.72 lacs as compared to Rs. 2771.57 lacs reflecting an increase of 32% YOY, while the gross profit has increased from Rs. 558.66 lacs to Rs. 784.98 lacs reflecting an increase of 41% YOY, which is attributable to higher capacity coupled with better capacity utilisation, higher sales realisation, controls on expenditure and growing market for companys products.The operating performance in terms of the net profit after tax during the year is higher at Rs. 97.77 lacs as against a surplus of Rs. 73.12 lacs during the previous year reflecting an increase of approx. 34% on YOY basis, which should be considered quite satisfactory and encouraging.

The notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DIVIDEND

In view of major capital expenditure in the expansion - cum - diversification projects during the previous year as well as the current year, the Directors propose to skip dividend for the year in order to conserve resources and also to conform to the companys bankers stipulated credit rating requirements. The surplus for the year amounting to Rs. 97.77 lacs alongwith brought forward surplus of Rs. 360.82 lacs is accordingly proposed to be carried to the Balance Sheet.

FINANCE

During the year under review, the company has commissioned the project for manufacture of multilayer plastic containers with an outlay of approx. Rs. 661 lacs. The company has continued to avail financial assistance from its esteemed Bankers, State Bank of India by way of Rupee Term Loans, Rupee Cash Credit limits and FCNRB Loans on extremely competitive terms for its operational and capital expenditure requirements. The Company has been regular in making scheduled repayments against term loans availed from the Bank alongwith interest due thereon. The Directors confirm that the funds obtained by the company by way of term loans / working capital borrowings have been duly utilised for the purposes for which the same are meant.

PET CONTAINERS UNIT

The PET containers unit has turned out impressive performance with a sales turnover of Rs. 3122.77 lacs (including exports of Rs. 120.95 lacs) during the year as compared to Rs. 2771.57 lacs (including exports of Rs. 88.99 lacs) in the previous year. The improved performance is attributable to higher capacity utilisation, better realisation in domestic and international markets and turnaround in the FMGC markets leading to higher offtake for its products. In quantitative terms, the sales during the year was 1821 MT (2003-1589 MT), while the produc- tion was 1802 MT (2003-1626 MT) reflecting an average capacity utilisation of 86% of expanded capacity. The company is confident of maintaining its operational growth in future with assured demand for its products leading to consistent increase in turnover and profitability.

MULTILAYER CONTAINERS UNIT

As already stated, the Company has commissioned its project for manufacture of multilayer plastic containers in July 2003 during the year. The technology is being tried in the country for the first time and therefore has to face the initial teething troubles, which the company hopes to overcome at a fast pace. The unit has still turned out an impressive sales turnover of Rs. 535.94 lacs during the year against a production of 343 MT and sales of 323 MT in quantitative terms, which can be considered quite satisfactory. The company is confident of expanding the market for multilayer containers to various MNCs in the country considering the vast and virgin market prospects of the product, which is likely to substantially replace the existing packaging medium in Agro-chem, Pharma, Food Products, Cosmetics and allied sectors. The company has taken necessary steps to enter into long-term arrangements for the products with leading companies like Hindustan Lever, Nestle and Heinz besides leading agrochemicals companies in the field.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion Analysis, which, inter-alla, covers the following aspects of companys operations and prospects:

- Industry Structure and Development;

- Opportunities and threats, risks and concerns;

- Internal Control Systems and their adequacy;

- Human Resources and Industrial Relations;

- Discussion on financial performance with respect to operational performance;

- Outlook for the future.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judge- ments 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 financial year and of the profit or loss of the Company for the period;

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

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

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988, is annexed.

EMPLOYEES

Section 217(2A) of The Companies Act, 1956 is not attracted in the case of the Company. DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956, Smt. Savita Kedia, Director, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for reappointment.

During the year, Sri Narendra Kumar Sarawgi and Sri G. Vamanacharya were appointed as Additional Directors of the Company on 30th September 2003 by the Board under section 260 of the Companies Act, 1956 and they hold office upto the date of the ensuing Annual General Meeting. Both the directors have been inducted on the Board as independent and professional directors in order to broad-base the Board of Directors in view of the present day statutory and fiscal regulations as well as to derive the benefits of their experience and professional skills to the companys advantage. The company has received prescribed notices in writing proposing their can candidature for the office of Director under section 257 of the Companies Act, 1956 from some member(s) of the Company. Necessary resolution is being placed for members approval at the ensuing annual general meeting and the Directors commend their appointment.

The present terms of offices of Sri Vimal Kedia as the Managing Director and Sri Surendra Kedia as the Executive Director will be expiring on 30th September 2004. Sri Vimal Kedia, Managing Director, is having almost 3 decades of experience in plastics industry and commands extensive knowledge of the various technical, marketing, commercial and financial aspects of the management right since inception of the company, which has led to its phenomenal growth over last 2 decades. Sri Vimal Kedia has participated in various trade fairs and plastic exhibitions all over the world in pursuit of his executive skills and also received various awards and citations in commendation of the companys performance over the years from various industry associations, bodies and organisations as well as the Honble President of India. Sri Surendra Kedia, Executive Director, is also associated with the company right since its inception having over 2 decades experience in plastics industry, and is actively looking after all the technical, commercial, human resources and other managerial aspects. The major contribution in terms of managerial and organizational input from both the Directors has played a crucial role in consistently improving and expanding the operations of the Company. The last 5 years under their stewardship have seen phenomenal growth in the financial health of the company. Further inputs from the Managing Director and the Executive Director will be necessary to ensure continuous growth within the domestic and export markets and in the continuous quest for the company to be internationally competitive. Subject to members approval, the Board of Directors at their Meeting held on 30th June 2004 have approved the reappointment of the said appointees on the enhanced remuneration and subject to the terms and conditions detailed in the resolutions, which are being placed for members approval at the ensuing annual general meeting and the Directors commend their reappointment.

AUDITORS

M/s A. KEDIA & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, having confirmed the same in the prescribed manner, offer themselves for reappointment.

ACNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, State Bank of India, Industries Dept. of Govt. of Karnataka, various Local Authorities, Suppliers, Contractors, Customers and Business Associates of the Company. Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff of the Company at all levels towards its successful operations. The Directors also thank the shareholders of the Company for reposing their faith in the Company and for giving their ever-willing support to take the Company forward on the path of progress and growth.

For and on behalf of the Board

VIMAL KEDIA Managing Director Bangalore, The 30th day of June 2004 SURENDRA KEDIA Executive Director


Mar 31, 2002

Your Directors have the pleasure of presenting the Fifteenth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2002.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of Listing Agreement with various Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder:

(Rs. in Lacs) Particulars Actuals for Previous accounting the year ended year ended 31.03.2002 31.03.2001

Gross Turnover 1910.19 2306.37

Less: Cost of Sales Excise Duty 262.07 294.06

(Increase)/Decrease in Stocks (12.56) 23.86

Consumption of Raw materials 871.39 1012.46

Staff Cost 61.87 71.02

Other Expenditure 333.54 432.71

Sub Total 1516.31 1834.11

Gross Profit 393.88 472.26

Administrative & General Expenses 88.33 75.01

Selling & Distribution Expenses 79.27 124.24

Operating Profit 226.28 273.01

Interest & Financial Charges 33.26 56.02

Depreciation/Write Offs 119.34 132.80

Profit after Interest & Depreciation 73.68 84.19

Other Income 5.31 12.41

Profit On Sale Of Fixed Assets - 55.16

Previous Years Adjustment (14.50) (28.72)

Profit/(Loss) before Tax 64.49 123.04

Provision for Taxation 21.15 31.50

Net Profit/(Loss) after Tax 43.34 91.54

Paid-up Equity Share Capital (Face Value of 10/-) 421.08 421.08

Reserves & Surplus (excluding revaluation reserves) 413.81 370.45

Weighted Average EPS (Rs.) 1.03 2.17

As you are aware, the Flexible Packaging Unit of the Company at Guwahati was disposed off w. e. f. 1st Oct. 2000, as such the performance for the year ended 31st March 2001 consists of 6 months operational performance of erstwhile Guwahati Unit also. As such, the figures for the years 2001 and 2002 are not strictly comparable.

The analysis would reveal that the operational performance in terms of sales as well as operating profits has marginally come down during the year as compared to the previous year. The overall sales turnover is lower at Rs. 1910.19 lacs as compared to Rs. 2306.37 lacs, while the gross profit of the Company has come down from Rs. 472.26 lacs to Rs. 393.88 lacs. The net profit after tax during the year is lower at Rs. 43.34 lacs as against a surplus of Rs. 91.55 lacs during the previous year, primarily because of profit on disposal of Guwahati unit amounting to Rs. 55.16 lacs earned during the previous year.

The downtrend in sale and gross profit levels is mainly due to lower offtake by the FMGC sector in view of overall sluggishness in the world economy besides the consistent rise in cost of inputs, which is getting difficult to be passed on to customers under the present day competitive environment. However, the Directors continue to explore more remunerative export markets for Companys products in the Asian region, besides looking for diversification opportunities in related sectors in order to boost the Companys profitability.

The notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DIVIDEND

in view of downtrend in profitability, the Directors propose to skip dividend during the current year in order to conserve resources for stabilisation of the present level of operations. The Surplus for the year amounting to Rs. 43.34 Lacs alongwith the brought forward surplus of Rs. 370.45 Lacs is proposed to be carried to the Balance Sheet.

FINANCE

The Company has been regular in making scheduled repayments against the Term Loans availed from State Bank of India for financing the PET Containers Unit alongwith interest due thereon. The Company is also availing various fund based/non-fund based facilities from the Bank to meet its Working Capital requirements. The Directors confirm that the funds obtained by the Company from its bankers by of Term Loan/Working Capital Borrowings have been duly utilised for the purposes for which the same are meant.

PET CONTAINERS UNIT

The operating performance of PET Containers unit at Bangalore has been marginally down with a sales turnover (net of taxes) of Rs. 1910.19 Lacs during the year as compared to Rs. 2088.07 lacs in the previous year representing a decrease of 8.52%. The shortfall may be attributed to lower offtake by customers as well as the incidence of sales tax and turnover tax amounting to Rs. 47.93 lacs during the current year, which was almost nil in the previous year. However the Company continues to enjoy the patronage of leading institutional customers for its products, and has continued to make inroads in the export markets during the current year also with successful results in export market. In quantitative terms, the sales during the year was 1096.065 MT (2001-1169.714 MT), while the production was 1115.437 MT (2001-1186.547 MT), reflecting a decrease of 6.30% and an average capacity utilisation of 93% on present Installed Capacity. However the Company is confident of a turnaround in the market scenario very soon and of maintaining its operational growth in future too.

DIVERSIFICATION PROJECT

The company is exploring the possibility of venturing into a diversification project for manufacture of Multilayer Containers for application in Food Processing, Pharmaceuticals, Pesticides and Agro- chemicals sector, which has a vast potential demand in the country. Necessary action in being initiated in this direction and the Directors would keep you apprised of further developments in this regard in due course.

SHIFTING OF REGISTERED OFFICE

As you are aware, the Company, pursuant to requisite approvals of the members as well as the companys bankers, disposed off the immovable and movable properties of its Flexible Packaging unit at Guwahati w. e. f 1st October 2000 by executing necessary agreement of sale in favour of the buyers. As such, the company is now left with practically no business or commercial activity at Guwahati or in the State of Assam.

The Companys existing factory and works are now located at Bangalore in Karnataka. The Company is registered under the Karnataka Sales Tax Act and Central Sales Tax Act. The PET containers manufacturing unit of the Company at Bangalore has continued to turn in impressive performance right since commissioning of operations during the year 1996, with further expansion during the year 1999, and the Company is confident of maintaining its operational growth in future with corresponding increase in turnover and profitability.

As the companys entire activities are now being substantially controlled and managed from Companys office at Bangalore (Karnataka), the maintenance of Registered Office at Guwahati (Assam) has become progressively unmanageable as well as uneconomical. The Board of Directors therefore feels that in the interest of the Company, it would be just, necessary, expedient, and desirable to have the Registered Office of the Company shifted from the State of Assam to the State of Karnataka, so that entire activities of the Company can be carried on more economically, advantageously and efficiently from one and the same place. Since the shifting of registered office requires approval of members besides confirmation of the Company Law Board, necessary enabling resolution is being moved at the ensuing AGM for consideration and approval of the members.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

ii) The Directors have selected such accounting policies and applied them consistently and 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 financial year and of the profit or loss of the Company for the period;

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

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

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

The Packaging Industry, in which the Company presently operates, is not power intensive in nature. Within the limited scope available, the Company has continued its efforts towards conservation of energy as part of a continuing monitoring programme. On a comparative basis, the energy consumption figures for 2002 and 2001 in respect of the PET Containers Unit at Bangalore are portrayed here under:

Particulars 31.03.2002 31.03.2001

i) Electricity Purchased (Units) 2,286,408 2,112,012

Electricity Cost (Rs.) 9,529,718 8,327,962

Production (MT) 1115,437 1186,547

Consumption per Unit of Production (Units) 2050 1,780

Cost per unit consumed (Rs.) 4.17 3.94

ii) Fuel Consumed (Litres) 91,232 193,421

Units Generated (By captive DG sets) 269,312 596,767

Fuel Cost (Rs.) 1,567,807 2,838,693

Production (MT) 1115,437 1186,547

Consumption per unit of Production (Units) 241 503

Cost per unit consumed (Rs.) 5.82 4.76

The Company is continuing its in-house Research and Development effort to constantly upgrade the quality of finished product, reduce wastage, increase productivity, and improve plant maintenance with resultant lower down time, besides other operational improvement. However, specific expenditure in respect thereof is not possible to identify.

Foreign exchange outgo during the year on Import of Raw Materials and Capital Equipment besides revenue expenditure amounted to Rs. 6,336,778 (2001 - Rs. 1,507,287). The Company also earned foreign exchange of Rs. 5,437,685 (2001 - Rs. 2,482,518) on account of Export Sales during the year.

DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956, Smt. Savlta Kedia and Sri Jayant Kumar Singhania, Directors, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for reappointment.

AUDITORS

M/s A. KEDSA & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

EMPLOYEES

The provisions of Section 217(2A) of The Companies Act, 1956 are not attracted in the case of the Company.

ACNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude for the co-operation, guidance, support and assistance provided during the year by its Bankers, State Bank of India, industries Dept. of Govt. of Karnataka, various Local Authorities, Suppliers, Contractors, Customers and Business Associates of the Company.

Your Directors also wish to express their deep sense of appreciation for the dedicated services rendered by the staff of the Company at all levels towards its successful operations.

The Directors also convey their thankfulness towards the shareholders of the Company for reposing their faith in the Company and for giving their ever-willing support to take the Company forward on the path of progress and growth.

For and on behalf of the Board

VIMAL KEDIA Managing Director

Bangalore, SURENDRA KEDIA The 29st day of June. 2002 Executive Director


Mar 31, 2000

The Directors have the pleasure of presenting the Thirteenth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2000.

PERFORMANCE HIGHLIGHTS

Pursuant to clause 41 of Listing Agreement with various Stock Exchanges, the operating results of the Company for the year under review have been analysed hereunder :

(Rs.in lacs)

PARTICULARS Actuals for Previous the year accounting ended year ended 31.03.2000 31.03.1999

Net Sales 2084.02 1749.98

Other Income 11.82 16.26

Total Expenses 1801.02 1409.62

Interest 67.91 90.43

Gross Profit 226.91 266.19

Depreciation/Write-offs 165.81 211.60

Previous Years' Adjustments (10.21) 0

Profit before Tax 50.89 54.59

Provisions for Taxation (Net) 18.15 19.77

Net Profit 32.74 34.82

Paid-up Equity Share Capital 421.08 421.08

Reserves (excluding Revaluation Reserves) 325.31 292.56

Weighted Average E.P.S.(Rs.) 0.78 0.83

The analysis would reveal that although the operational performance in terms of sales has improved as compared to the previous year, the net profit after tax during the year is lower at Rs.32.74 lacs as against a surplus of Rs.34.82 lacs during the previous year. This is mainly as a result of charge of full liability on account of Entry Tax in respect of Bangalore Unit assessed during the year under review pursuant to judgement of the Hon'ble Karnataka High Court amounting to Rs.15.70 Lacs. Moreover, there has been a consistent rise in input costs, which could not be passed on to customers under the present day competitive environment. As assured in earlier reports, the Directors are exploring more remunerative markets for Company's products, including export markets in Asian region in order to boost the Company's profitability.

The notes on accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DIVIDEND

In view of downtrend in profitability, the Directors propose to skip dividend during the current year in order to conserve resources for stabilisation of expanded level of operations. The Surplus for the year amounting to Rs.32.74 Lacs alongwith the brought forward surplus of Rs. 161.04 Lacs is proposed to be carried to the Balance Sheet.

FINANCE

The Company has been regular in making scheduled repayments against the Term Loans availed by it from State Bank of India for financing the PET Containers Unit at Bangalore alongwith interest due thereon. The Company is also availing various fund based/non-fund based facilities from State Bank of India to meet its Working Capital requirements. The Directors confirm that the funds obtained by the Company from its bankers by way of Term Loan/Working Capital Borrowings have been duly utilised for the purposes for which the same are meant.

FLEXIBLE PACKAGING UNIT

The production during the year under review in quantitative terms was 424.863 MT as against 462.067 MT achieved during the previous year. The sales of the Company during corresponding period in quantitative terms was 428.554 MT and 454.939 MT respectively. However in value terms, the gross sales declined from Rs.430.52 Lacs during the previous year to Rs.397.78 Lacs this year reflecting a decrease of 7.6%, which may be attributed to poor realisations per unit of sale in view of competitive market situation. The Company continues to enjoy the patronage of high value customers in tea, biscuits and other premier food products segments.

PET CONTAINERS UNIT

The PET Containers manufacturing unit of the Company at Bangalore has turned in impressive performance with a sales turnover of Rs.1832.37 Lacs during the year as compared to Rs. 1503.89 lacs in the previous year. The Company continues to enjoy the patronage of leading institutional customers for its products, and has continued to make inroads in the export markets with supplies to Sri Lanka and Middle East region during the current year with successful results. In quantitative terms, the sales during the year was 1154.810 MT (1999 - 791.052 MT), while the production was 1150.180 MT (1999 - 849.730 MT), reflecting an average capacity utilisation of 95.85% on present Installed Capacity. The Company is confident of maintaining its operational growth in future too with corresponding increase in turnover and profitability.

DIRECTORS

Pursuant to the Articles of Association of the Company and the provisions of the Companies Act, 1956, Sri Jayant Kumar Singhania and Smt. Savita Kedia, Directors, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for reappointment. During the year, Dr. Bhagwati Prasad Todi, a Director of the Company tendered his resignation due to his other preoccupations. The Board records its appreciation of the valuable contribution made by Dr. Todi during the tenure of his Directorship in the Company.

The Company is continuing its in-house Research and Development effort to constantly upgrade the quality of finished product, reduce wastage, increase productivity, improve plant maintenance with resultant lower down time, besides other operational improvement. However, specific expenditure in respect thereof is not possible to identify.

Foreign exchange outgo during the year on Import of Raw Materials and Capital Equipment besides other revenue expenses amounted to Rs.3,770,253 (1999-Rs.15,123,174). The Company also earned foreign exchange of Rs.5,415,433 (1999-2,388,724) on account of Export Sales during the year.

EMPLOYEES

The provisions of Section 217(2A) of The Companies Act, 1956 are not attracted m the case of the Company.

AUDITORS

M/s. A. KEDIA & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

 
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