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Directors Report of Pearl Polymers Ltd.

Mar 31, 2016

DIRECTORS'' REPORT TO THE MEMBERS,

The Directors are pleased to present the 45th Annual Report together with the Audited Accounts for the financial year ended 31 March, 2016.

FINANCIAL RESULTS (Standalone)

The Company''s financial performance for the year under review along with previous year''s figures is given below :

PARTICULARS

Financial Year 2015-16

Financial Year 2014-15

Gross Sales

18647.42

20881.23

Less: Excise Duty

953.63

1023.07

Net Sales

17693.79

19858.16

Other Income

110.28

309.71

Total Income

17804.07

20167.87

Total Expenditure

16650.43

20359.09

Profit Before tax and Exceptional items (PBT)

(39.21)

(191.22)

Tax Expenses

Current tax

-

0

Deferred T ax

(85.61)

59.43

Profit after Taxation

46.40

(250.65)

BUSINESS PERFORMANCE

During the year under review, the Company''s PBT (Profit before Tax and Exceptional Items) is Rs. (39.21) Lakhs from Rs. (191.22) Lakhs in financial year 2014-15. The Gross Sales reflects a marginal decline due to sharp decline in the international prices. The improvement in operating margin has helped the Company to earn Profit (after tax) of Rs. 46.40 Lakhs for the year against a corresponding loss of Rs. 250.65 Lakhs in the previous year.

In order to improve the performance, the Company continues its focus on conversion cost efficiencies, improving product quality and developing capabilities for servicing the stringent requirements of customers.

RESERVES

The Reserves and Surplus of the Company as on 31 March, 2016 stood at Rs. 3602.13 Lakhs. No amount is proposed to be transferred to Reserves during the year.

DIVIDEND

The Board has not proposed any dividend for the financial year ended 31 March, 2016, with a perspective to strengthen financial position of your company and increase value to the shareholders investment. Such a measure eventually will nurture and nourish shareholders wealth.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 5000 Lakhs. The issued, subscribed & paid up capital of the Company was Rs. 1682.69 Lakhs as on 31 March, 2016 consisting of Rs. 16834932 Equity Shares of Rs. 10/- each

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has no Holding, Subsidiary, Associate or Joint Venture Company.

DIRECTORS

a) Director Liable to Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramesh Mehra (DIN No. 00003334) Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-app° i nt me nt. (Rs. in Lakhs)

The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

b) Number of meetings of the Board of Directors

During the financial year 2015-2016, the Board of Directors of the Company, met Four (4) times on 27 May, 2015, 12 August, 2015, 9 November, 2015, and 9 February, 2016.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Further, a separate Meeting of the Independent Directors of the Company was also held on 12 August, 2015, as prescribed under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There was no change under the composition of the Board of Directors of the Company during the financial year 2015-16.

c) Changes in Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are acting as Key Managerial Personnel of the Company as on 31 March, 2016:

Mr. Chand Seth Chairman & Managing Director

Mr. Varun Seth Whole Time Director

Mr. Ramesh Mehra Whole Time Director

Mr. Rajesh Mehra Chief Financial Officer

Ms. Shilpa Verma Company Secretary

During the year, there has been no change in the Key Managerial Personnel of the Company.

d) Declaration by Independent Director(s)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

e) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated on the basis of criteria such as the board composition and structure, effectiveness of Board processes, participation in assessment of annual operating plan, risks etc. Using appropriate criteria, the performance of the various Committees was separately evaluated by the Board. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. For Board evaluation the basic parameters which were considered are as achievement against key performance objectives, attendance at meetings, time devoted for the Company, contribution in the Board process etc.

f) Nomination and Remuneration Policy

Your Board has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013. The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and other employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section “Nomination & Remuneration Committee”.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended 31 March, 2016, the Company has not granted any Loan, Guarantee as required under section 186 of the Companies Act, 2013.

The particulars of Investment made by the Company, as required under Section 186 of the Companies Act, 2013 are furnished under Note No. 13 of Notes to Financial Statement and forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMETS WITH RELATED PARTIES

All related party transactions that were entered into during the financial Year 2015-16 were at an arm''s length basis and were in the ordinary course of business. Hence, there are no transactions to be reported in Form AOC- 2. There were no materially significant related party transactions made by the Company that would have required members'' approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as adopted by the Board is uploaded on the Company''s website.

Details of Related Party Transaction for the financial year 2015-16 are mentioned in Note no. 40 to 43 of Notes to Financial Statement for the financial year 2015-16.

CORPORATE GOVERNANCE REPORT

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing of Obligations and Disclosure Requirements) Regulation 2015 with the Stock Exchanges. A separate Report on Management Discussion and Analysis is enclosed as part of this Report.

The Company has obtained a certificate from a Statutory Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement. The Certificate is attached as Annexure-I forming part of this Directors'' Report.

RISK MANAGEMENT POLICY

The risk management process has been established across the organization which facilitates identification, assessment and formulation of mitigation plans for risks that affect the achievement of Company''s objectives. It is embedded across all the major functions and businesses and aligned to the Company''s vision and goals. The risks are identified, evaluated and mitigated at the business and Enterprise level.

The business risks, which are reviewed based on impact and likelihood, are presented to the Senior Management for review at periodic intervals. The Enterprise risks presented are reviewed by the Audit Committee and Board on a periodic basis.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud, unethical behavior, mismanagement etc. The Policy provides a mechanism for employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. No person has been denied access to the Audit Committee in this regard. The Policy is uploaded on the

Company''s website.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has implemented a Policy for prevention of Sexual Harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. During the year no complaint was received by the Company.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company has always recognized that human relation play a significant role in the development of the skills of employee and improvement of Organizational performance.

The Company organized various employee welfare and get together programmes during the year to foster a culture of engagement amongst employees. As on 31 March, 2016 the employee strength of your Company is 506.

EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the Financial Year 31 March, 2016 in Form MGT-9 is given in Annexure-II to this Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures adequate safeguards and processes to address the evolving business requirements. Key controls have been identified along with risks and mitigation processes covering major areas across all businesses and functions. Internal controls are reviewed by Internal Auditor on a periodical basis.

Strengthening of controls is a continuous and evolving process in the Company. Based on observations I findings and recommendations of the Internal Auditor, the Company undertake preventive and corrective actions which are then horizontally deployed across the organization.

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

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure -III to this report.

PARTICULARS OF EMPLOYEES

During the financial year ended 31 March, 2016, none of the employee was in receipt of remuneration exceeding the limit specified under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Secretarial Department of the Company in advance.

GENERAL DISCLOSURES

During Financial Year 2015-16

a) There were no public deposits accepted by the Company pursuant to provisions of the Companies Act, 2013, including rules there under.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2015-16.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

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

b) 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 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 Companies Act,

2013 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;

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

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

AUDITORS

a) Statutory Auditors

M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N) Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 43rd Annual General Meeting for a period of 3 years from the conclusion of that meeting till the conclusion of 46th Annual General Meeting, subject to ratification by the members at every Annual General Meeting.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has received a written confirmation from M/s. Sehgal Mehta & Co., Statutory Auditors that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Board recommends the ratification of the appointment of M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants as the Statutory Auditors of the Company for the financial Year 2015-16.

Auditors'' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Ms. Rashmi Sahni, (C.P. No. 25681) Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015-16.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Rashmi Sahini, Company

Secretaries, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit in Form No. MR-3 is attached as Annexure-IV with this Report for the year ended 31 March, 2016.

There are no qualifications, reservations or adverse remarks made in the Secretarial Audit Report.

c) Internal Auditor

Ms. Anupma Halder, Chartered Accountants, has been appointed as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and Rules made there under, for the financial year 201516 by the Board of Directors, upon recommendation of the Audit Committee.

d) Cost Auditor

The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS AND REPORT

In terms of Chapter IV of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Management Discussion & Analysis Report on the operations of the Company is provided as a separate section and forms part of this Annual Report.

CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION

The Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.

For and on behalf of the Board of Directors

Chand Seth

Place: New Delhi Chairman & Managing Director

Date : August 11, 2016 DIN No: 00002944


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report on the business and operations of the Company along with the audited financial statements, for the year ended March 31,2015.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31,2015 is summarized below:

(Rs. in Lacs)

Particulars March 31, 2015 March 31, 2014

Gross Sales 20881.23 23,653.91

Less: Excise Duty (1023.07) (1,140.48)

Net Sales 19858.16 22,513.42

Other Income 309.71 122.10

Total Income 20167.87 22,635.53

Total Expenditure 20359.09 22,583.47

Profit Before Tax and Exceptional Items (PBT) (191.22) 52.07

Tax Expenses :

* Current Tax 0.00 5.68

* Deferred Tax 59.43 (7.51)

Profit after Taxation (250.65) 53.90

OPERATIONAL & FINANCIAL REVIEW

Due to sharp fall in the prices of crude oil during the second half of the year, high interest rate, increase in raw material prices and other reasons which were beyond the control of the Company, the Gross Sales of your Company decreased to Rs.20,881.23 Lacs from Rs.23,653.91 Lacs in the previous year.

Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses its un-audited financial results on a quarterly basis and audited financial results on an annual basis.

There have been no material changes and commitments that have occurred between the close of the financial year (March 31, 2015) and the date of the Report (August 12, 2015), which affects the financial position of the Company.

DIVIDEND

In view of losses, your Directors regret their inability to recommend dividend on Equity Shares of the Company for the year ended March 31,2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board comprises of 6 Directors including 3 Independent Directors. The Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year, the Board of Directors met 4 (Four) times, the details of which are furnished in the Corporate Governance Report forming part of this Annual Report.

Mr. Chand Seth, Chairman & Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152(6) of the Companies Act, 2013, read with the rules made thereunder and Articles of Association of the Company, and being eligible, he has offered himself for re- appointment. The Board recommends his re- appointment.

The tenure of Mr. Varun Seth as Whole Time Director of the Company was valid till June 30, 2015. Hence, the Board of Directors of the Company, at its meeting held on May 27, 2015 passed the Board resolution, subject to the approval of shareholders at the ensuing General Meeting, to re-appoint him for a further period of three years with effect from July 01,2015 to June 30, 2018.

Brief resume of Mr. Varun Seth, Whole Time Director proposed to be re-elected, is included in the Notice of 44th Annual General Meeting.

Company Secretary and Compliance Officer

During the year, Mrs. Deepika Sati, Company Secretary and Compliance Officer of the Company resigned from the Company and she was relived from services with effect from May 11,2015.

Consequent to aforesaid resignation, with effect from July 1, 2015 the Board of Directors appointed Ms. Shilpa Verma as Company Secretary, and Compliance Officer of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance as well as the evaluation of the working of its Audit Committee and

Nomination & Remuneration Committee.

A structured questionnaire was prepared after taking into consideration the inputs received from Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board and the Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel (KMP) and other Employees. As part of the policy, the Company strives to ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 :

a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31,2015.

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

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively

AUDITORS

Statutory Audit

M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 43rd Annual General Meeting for a period of three years from the conclusion of that meeting till the conclusion of 46th Annual General Meeting, subject to the ratification by the members at every Annual General Meeting.

The Company has received confirmation from the Statutory Auditors regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

The Board recommends the ratification of the appointment of M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16.

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed Ms. Shalu Singhal, (C.P. No. 12329) Practising Company Secretary, to conduct the Secretarial Audit of the Company for financial year ended March 31,2015.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is attached in Form MR-3 as Annexure I.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

DISCLOSURES

a) Particulars of Loans, Guarantees and investments: The Company has not given any Loans or Guarantees as covered under the provisions of section 186 of the Companies Act, 2013. However, the details of Investments made by the Company are contained in Note No. 13 to the Financial Statements.

b) Transactions with Related Parties: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business.

There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Your attention is drawn to the related party disclosure set out in Note no. 40, 41,42 & 43 of the financial statement.

c) Deposits: Since, April 1, 2014 the Company has not issued any Deposit Scheme for invitation or acceptance of Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

As on April 1,2015 all Deposits have been repaid by the Company to the Deposit Holders and any amount of Deposits, which remain unclaimed for a period of 7 years along with interest accrued thereon, have been deposited by the Company into the Investor Education and Protection Fund (IEPF). The declaration of same is also filed with the Registrar of Companies, NCT of Delhi and Haryana, in pursuance of the Companies (Acceptance of Deposits) Rules, 2014.

d) Extract of Annual Return: An extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed as Annexure-II to this report.

e) Sexual Harassment Policy : The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, the Company has not received any complaint of harassment.

f) Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

CORPORATE GOVERNANCE AND POLICIES

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement and believes that good Corporate Governance is the basis of stakeholders' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations. A detailed report on Corporate Governance forms part of this Annual Report.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate in this regard is attached as Annexure-III to this Report.

The Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management and Whistle Blower/ Vigil Mechanism Policy.

Whistle Blower/ Vigil Mechanism Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the revised Policy on Whistle Blower/ Vigil Mechanism. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Risk Management Policy

The Company has constituted a business risk management committee pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement. The details of the committee is set out in the Corporate Governance Report forming part of this Report

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure they are managed and mitigated with adequate timely actions. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-IV to this Report.

PARTICULARS OF EMPLOYEES

During the financial year ended March 31,2015, none of the employee was in receipt of remuneration exceeding the limit specified under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Secretarial Department of the Company in advance.

Acknowledgement

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On Behalf of the Board of Directors Pearl Polymers Limited

Chand Seth Chairman & Managing Director

Date: August 12, 2015 Place: New Delhi


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 43rd Annual Report and the Company''s audited accounts for the financial year ended March 31,2014.

Financial Highlights

During the year under review the Industry growth remained flat and the economic conditions continued to be under pressure. High interest rate, low policy visibility, increase in raw material prices, depreciation of rupee alongwith increasing inflation has impacted the profitability of the Company.

Despite these challenges, your Company has managed to overcome the obstacles and achieved a reasonable growth in gross Sales by 2.35%. The financial performance of the Company for the year ended March 31,2014 as compared with the previous year''s performance is summarised below:

(Rs. in Lacs)

Particulars For the For the year ended year ended 31.03.2014 31.03.2013

Net Revenue from Operations 22,513.42 21,849.33

Other Income 122.10 273.32

Total Revenue 22,635.52 22,122.65

Total Expenditure 22,583.46 22,902.50

Profit before Tax and Exceptional Items (PBT) 52.06 (779.85)

Exceptional Items - (2,427.89)

Tax Expenses:

- Current Tax 5.68 407.00

- Demand Tax (7.51) (194.98)

- Tax adjustment for earlier year 0.00 15.43

Profit after Tax (PAT) 53.89 1,420.59

Dividend The Directors consider it prudent to retain the profits of the Company for the current year for funding future expansion in the Company and regret their inability to recommend dividend on Equity shares of the Company for the financial year ended March 31, 2014.

Economic Scenario and Industry Outlook PET is one of the most versatile and widely used plastics in the world. Many everyday products like food containers, synthetic fibres and almost all plastic bottles are made from PET. The Indian polymer market growth is closely linked to GDP growth. The Indian per capita plastic consumption is advancing at 1.5 times its GDP growth making India among the world''s fastest growing polymer markets with a five-year CAGR of 10.7% (2008-2013). Approximately 65 million tonnes of PET are estimated to have been produced globally in 2012. This tonnage has grown at a compound annual growth rate of 7.25% over the last 20 years.

Despite strong growth over last few decades, the Indian market remains under-penetrated. The lower demand growth can be attributed to economic slowdown, deferment of capital expenditure by the government on infrastructure, currency volatility and liquidity crunch caused by higher interest rates.

However, the size of the India''s plastics industry may touch Rs.1.7 lakh crores by 2015 on account of rising consumption of the material for producing various goods. With the formation of new government, economic growth is expected to accelerate in the next fiscal 2014-15. The Company remains cautiously optimistic in its outlook for the current financial year.

Opportunities and Challenges

The Indian plastic industry clearly has the potential to continue its fast growth. It is expanding at a phenomenal pace, with plastic being significantly used in innovating new applications in industries like automobile, electronics, food processing, packing, healthcare thereby increasing the demand for plastics altogether.

However, India''s Plastic Industry still suffers competitively because it''s much smaller than China''s plastics sector. China has three to 20 times more production of most types of polymers than India, even though their populations are relatively equal. Over the next few years, competition in the industry is also expected to increase considerably, as a result of global trends, which will become applicable to the liberalizing economy of country.

To survive the competition, both polymer manufacturers and processors will need to adopt radically new methods and approaches to reduce costs, improve market and customer service and management of performance. Other factors that need consideration are weak Indian Currency, Dumping of products by China at lower price, un-organized sector, inflation etc.

Risk Management

In today''s modern economy with the changing preferences, the business environment is changing at a very fast pace exposing the Company to different types and levels of risk. However, the Company has a well structured risk assessment and minimization mechanism, which is periodically reviewed by the Board of Directors. Management of your Company always keeps stakeholders'' interests in mind while taking all decisions such that their interests are not adversely affected. The Company has also put in place a risk management framework to identify, assess, prioritize and alleviate risk. The risks are periodically assessed and reviewed and corrective actions are taken to mitigate effects.

Internal Control System

Your Company has adequate internal control systems to ensure maintenance of proper accounting records, their accuracy and Accounting Standards, safeguarding of Company''s assets and assessing its risk for insurance coverage. The internal audit function team comprises of well-qualified experienced professionals who control regular audits across the Company''s operations. The management duly considers and takes appropriate action on the recommendations made by the Statutory Auditors, Internal Auditors and the Independent Audit Committee of the Board of Directors.

CEO/CFO certification also confirms adequacy of internal control system and procedures in the Company.

Human Resource and Industrial Relations

PPL believes that human resources are the most precious assets of the Company. Company''s ongoing thrust is to maintain productive work culture and to orient the employees to effectively face the new and emerging challenges emanating from the competitive environment. Your Company is privileged to have the right blend of professionals and executives in the organization and makes sincere efforts to ensure numerous opportunities for their growth in the organization. As on March 31,2014, 577 numbers of employees were on Company''s Roll.

The Company also employed casual workers through contractors during the year. The job description of each member has been defined and performance indicators are monitored accordingly to improve motivation level and to encourage talent. The Industrial relations at all levels of the Company remained cordial during the year.

Listing of Equity Shares

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. (BSE Scrip Code 523260) and the National Stock Exchange of India Ltd (NSE Scrip code PEARLPOLY).

Public Deposits

During the year under review, deposits amounting to Rs.7.82 Lacs in respect of 47 depositors have been repaid/renewed and as on March 31, 2014, a sum of Rs.14.60 Lacs relating to 82 depositors remained unclaimed. In accordance with the provisions of the Companies Act, 1956, deposits along with interest thereon remaining unclaimed for a period of seven years have been deposited by the Company into the Investor Education and Protection Fund (IEPF) established by the Central Government.

The Company has also filed a statement regarding deposits existing as on April 01, 2014 and Return of Deposits alongwith a Certificate from the Statutory Auditors thereon, with the Registrar of Companies, NCT of Delhi and Haryana, in pursuance of the Companies (Acceptance of Deposits) Rules, 2014.

Directors

The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 1956 / Companies Act, 2013, the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 readwith the rules made thereunder and Articles of Association of the Company, Mr. Varun Seth, Whole time Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As per the provisions of the Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Sh. Ravi Mehra, Smt. Meera Johri and Sh. Ashish Harish Bhuva, as Independent Directors in the ensuing Annual General Meeting. Details of the proposal for appointment of Sh. Ravi Mehra, Smt. Meera Johri and Sh. Ashish Harish Bhuva are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice calling 43rd Annual General Meeting of the members of the Company.

The Company has received notice(s) in writing proposing their candidature for the office of Director. The necessary resolutions for their appointment are being placed before you.

During the year under review, Dr. Sai Ramachandran resigned from the Board of the Company. Your Directors expressed deep sense of gratitude and wishes to place on record their appreciation of the valuable contribution made by him during his tenure.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 pertaining to the Directors'' Responsibility Statement, your Directors hereby confirm that:

(i) in preparation of annual accounts, applicable accounting standards have been followed;

(ii) the Accounting Policies selected in consultation with the Statutory Auditors have been applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of profit of the Company for that period;

(iii) proper and sufficient care has been taken to the best of knowledge and ability for 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;

(iv) the annual accounts for the year have been prepared on a "going concern basis".

Auditors and Auditors'' Report

M/s Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants, Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They offer themselves for re-appointment from the conclusion of the Forty-third Annual General Meeting till the conclusion of the Forty-sixth Annual General Meeting as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules'' 2014.

The notes to the financial statements referred to in the Auditors'' Report, are self-explanatory and therefore do not require any further comments.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo

Within the Company there are continuous efforts to improve operational efficiencies and minimizing consumption of natural resources. Your Company actively makes efforts to increase awareness about the need to sustain the environment and constantly evaluates new initiatives that could reduce waste and emissions within the Company.

A statement on details pertaining to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, forms part of this Directors'' Report as Annexure-I Particulars of Employees

During the financial year ended March 31,2014, none of the employees was in receipt of remuneration exceeding limit specified under Section 217(2A) read with the amended Companies (Particulars of Employees) Rules, 1975.

Corporate Governance

Your Company believes that good Corporate Governance is the basis of stakeholders'' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations.

A detailed report on Corporate Governance along with the certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report. Acknowledgement & Appreciation Your Directors take this opportunity to express their gratitude for the assistance and cooperation received from the shareholders, customers, vendors, financial institutions, banks, Government authorities for their consistent support and cooperation to the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On Behalf of the Board Pearl Polymers Ltd.

Chand Seth Chairman & Managing Director Place: New Delhi Date : 1st September, 2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Forty Second Report on the business and operations of the Company together with audited accounts for the Financial Year ended 31 March, 2013.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31 March, 2013 as compared with the previous year''s performance is envisaged below:

(Amount in Rs. Lacs)

Particulars For the year ended For the year ended

31 March, 2013 31 March, 2012

Gross Sales 23110.96 22624.60

Less : Excise Duty 1261.62 1178.29

Net Sales 21849.34 21446.31

Other Income 273.32 99.79

Total Income 22122.65 21546.10

Total Expenditure (excl. Depreciation & Interest) 21174.93 19973.37

Profit before Depreciation, Interest & Tax (PBDIT) 947.72 1572.73

Less : Interest 843.70 910.28

Depreciation 883.86 840.95

Exceptional Items (2427.89) (111.88)

Profit before Tax & prior period Adjustment (PBT) 1648.04 (66.62)

Provision for Taxes 227.45 29.92

Profit after Tax (PAT) 1420.59 (36.7)

Surplus brought forward 182.78 394.49

Balance available for appropriation 1603.37 357.79

Appropriations:-

Proposed Dividend (incl. tax) - 0.01

Transfer to Capital Redemption Reserve (1033.00) (175.00)

Balance carried to Balance Sheet 570.37 182.78



DIRECTORS

The Board of Directors of the Company is composed in accordance with the provisions of the Companies Act, 1956, the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Clause 110 of the Articles of Association of the Company, Mr. Ramesh Mehra, Director, is liable to retire by rotation at the ensuing

Annual General Meeting and being eligible has offered himself for re-election.

The brief resume/details relating to directors who are to be appointed/reappointed are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, pertaining to the Directors'' Responsibility Statement your Directors confirms that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they have selected such accounting policies and applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the period;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the Annual Accounts for the Financial Year ending 31 March, 2013 on a ''going concern basis

AUDITORS AND AUDITORS'' REPORT

M/s Sehgal Mehta & Co., Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to continue as the Statutory Auditors, if re-appointed at the Annual General Meeting to hold office until the conclusion of the next Annual General Meeting. The Company has received from the auditors, a certificate stating that their appointment, if made, would be within the prescribed limit under section 224(1 B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

The notes to accounts referred to in the Auditor''s Report are self explanatory and therefore do not require any further comments.

Internal Control System and their Adequacy

The Company''s internal control system comprises audit and compliance procedures commensurate to the nature and size of business. The internal auditors appointed by the Board M/s Sanjeev Khanna & Associates, Chartered Accountants, assist the Board in supplementary internal audit check.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. An extensive program of internal audit and management review supplements the process of internal control.

Further the CEO/CFO certification also confirms adequacy of internal control system and procedures in the Company.

LISTING OF EQUITY SHARES

The Company''s share continues to remain listed with National Stock Exchange and The Stock Exchange, Mumbai, India.

During the year under review, the Company has redeemed 10,33,000 (One Lac Thirty Three Thousand) 5% Redeemable Non Cumulative Preference Shares (unlisted). Consequent to which the share capital of the Company is now comprising of Rs. 1, 68, 34,932 Equity Shares of Rs. 10/- each.

PUBLIC DEPOSITS

As on 31st March, 2013, a sum of Rs. 16.02 Lacs relating to 87 depositors remained unclaimed. Since then, deposits amounting to Rs. 6.55 Lacs in respect of 30 depositors have been repaid/ renewed. In accordance with provisions of the Companies Act, 1956, the Company has deposited the unclaimed deposits along with interest thereon into the Investor Education and Protection Fund (IEPF) established under the Act.

There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Company''s erstwhile Schemes.

CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standards (AS-3) issued by Ministry of Corporate Affairs also forms part of this Annual Report.

CHANGE OF THE REGISTERED OFFICE/ CORPORATE OFFICE

The Board of Directors at their meeting held on 14th February, 2013, approved the change of Registered Office of the Company to A-97/2, Okhla Industrial Area, Phase-II, New Delhi-110 020 from the earlier office at 204, Rohit House, 3, Tolstoy Marg, New Delhi-110 001, with immediate effect.

Corporate office of the Company (Mumbai) w.e.f 14th February, 2013 has been shifted from II Floor, Kamanwala Chambers, New Udyog Mandir, Mughal Lane, Mahim, Mumbai-400016 to Pearl Polymers Limited, 410-411, 4th Floor, New Udyog Mandir No.2, Mogul Lane, Mahim West, Mumbai 400016.

POSTAL BALLOT

During the year under review the Company has obtained the approval of its Members under Section 293 (1) (a) of the Companies Act, 1956, by passing the resolution through postal ballot as provides by postal ballot rules pertaining to:

Ordinary Resolution under Section 293(1)(a) of the Companies act, 1956 for sale/ disposal of whole or substantially the whole of one of the Company''s manufacturing unit situated at 2-A, Sector-18, HSIIDC, Gurgaon, Haryana. The Company was facing many operational and technical difficulties in carrying on the manufacturing facilities at its unit located at Gurgaon (Haryana). There is uncertainty foreseen in the operation of the aforementioned unit as the Company is unable to obtain fire NOC from Municipal Corporation of Gurgaon since the location of plant is in dispute. The unit is situated within the purview of 900 mtr from Ammunition Depot of Air Force in Gurgaon. A Petition in public interest has been filed by certain residents of Gurgaon that the construction of residential and industrial/commercial establish- ments located within 900 mtr from Ammunition Depot of Air Force in Gurgaon is illegal. It has been confirmed by the Estate Officer-1, HUDA, Gurgaon, to the Company that the site of its Gurgaon unit falls within 900 mtrs of the ammunition Depot; hence this has made any further operations in the Companies Gurgaon Unit very uncertain.

Voting Pattern and Procedure for Postal Ballot:

1. The Board of Directors of the Company had, at its meeting held on 31.07.2012, appointed Mr. V. P. Kapoor, Practising Company Secretary as the Scrutinizer for conducting the postal ballot process.

2. The Postal Ballot process was carried out in a fair and transparent manner. The postal ballot forms had been kept under his safe custody in sealed and tamper proof ballot boxes before commencing the scrutiny of such postal ballot forms.

3. All postal ballot forms received up to the close of working hours on the last date and time fixed by the Company for receipt of the forms, had been considered.

4. The results of the Postal Ballot were announced on 07.09.2012 at the registered office of the Company.

The Register and Postal Ballot Papers have been preserved by the Company as per the Companies (Passing of Resolution by Postal Ballot) rules, 2011.

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility delivered in the context of its business makes it more effective, impactful, scalable and sustainable. Your Company''s overarching aspiration to create meaningful societal value is manifest in your Company''s strategy to enhance the competitiveness of value chains of which it is a part. It is therefore a conscious strategy to design and implement Social Investment/CSR programmes in the context of your Company''s businesses, by enriching value chains that encompass the most disadvantaged section of the society, especially those residing in rural India, through economic empowerment based on grass-roots capacity building.

During the year, the Company was involved in the following CSR activities.

Environmental, Health & Safety

To sustain and continuously improve standards of Environment, Health and Safety through the collective endeavour of your Company and its employees at all levels towards attaining world-class standards and support other programmes and initiatives, internal or external, for the prevention of illness and combating of diseases as may be considered appropriate from time to time. While respecting and upholding our responsibility towards the environment and to further create and promote awareness amongst our workers, extensive plantation and gardening was carried out inside and outside the premises of the work. Conscious efforts were made towards proper treatment and handling of scrap by facilitating reuse, recycle and safe disposal of waste, already accredited with ISO 22000- 2005, most of the units are demonstrating best practices in Industry in the directions of food safety, and energy optimization. Further your Company is been Categorized as ''Zero Pollution Industry" and are "Green Categorized". All environmental norms were duly complied with at the manufacturing locations.

Your Company''s Human Resource agenda for the year was focus on the vision on of being an "Injury Free" and ''Zero Environment Incident'' organization. The behavioral safety programme is in place for many years.

In line with targets of the Company''s vision is to double the size of its business while reducing the overall impact on environment. Your Company has also increased the use of renewable resources. Rain Water Harvesting has been implemented in more than 50% of the manufacturing units. Your Company has created the Rain Water Harvesting potential to return more water to the ground than their water consumption.

Your Company pursues a three pronged approach in waste management; Reduce, Reuse and Recycle.

Educational & Training Initiatives:

The education & stationery products industry is poised for exponential growth driven by large investments in the education sector, growing literacy and increasing scale of government initiatives in education. The Company encourages the development of human capital of the Nation by expanding human capabilities through skills development, vocational training etc. and by promoting excellence in identified cultural fields. The Company organizes regular Management Development Programmers in the form of workshop and training session for both the senior and junior management. The Company has chosen areas to focus its energies on namely Education and Skill Development, Health, Environment and Affirmative Action.

Your Company also supports a number of initiatives for vocational training within the catchment areas of its operational that have proven to be effective in empowering youth with requisite skills to increase their employability in the market.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement on details pertaining to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, forms part of this Directors'' Report as Annexure- I

PARTICULARS OF EMPLOYEES

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amend- ment, Rules, 2011.

Accordingly, no disclosure is required to be made in pursuance with the above provisions.

LEGAL, COMPLIANCE AND BRAND PROTECTION

Your Company continued to focus on the key areas and projects within the legal and compliance functions, which include transiting to a workflow based Self- Compliance initiative. This enables compliances to be made and tracked by factories and offices of your Company across the country. In the area of Brand Protection, your Company has taken significant actions against counterfeits, fakes and other forms of unfair competition, during the year, under the Company''s initiative to Combating Unfair Competition.

CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting highest standards of professionalism, honesty, integrity and ethical behavior. As a global organization, the Corporate Governance practices followed by the Company, through the Governance mechanism in the Company, the Board along with its committee undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency, fair-play and independence in its decision making.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. Its directors and employees supplemented with an appropriate mechanism to report any concern pertaining to non-adherence to the said Code. The Code is available on the website of the Company www.pearlpet.com.

The certificate certifying due diligence from the Statutory Auditors of the Company pertaining to practices of corporate governance adopted in the Company forms the part of this report.

CAUTIONARY STATEMENT

Statements in this management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be ''forward looking statements'' within the meaning of applicable laws and regulations.

Actual results may differ substantially or materially from those expressed or implied. Important development that could affect the Company''s operations include a downward trend in the domestic industry, monsoon, rise in input costs, exchange rate fluctuations, and significant changes in political and economic environment in India, environment standards, tax laws, litigation and labour relations.

The business review and certain other sections of the Annual Report contain forward-looking statements which are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a wide range of variables which could cause actual results to differ materially from those currently anticipated.

ACKNOWLEDGMENT & APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

Your Directors would also like to acknowledge the excellent contribution to your Company in providing with the latest innovations, technological improvements and marketing inputs across almost all categories in which it operates. This has enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges, for their continued support.



On Behalf of the Board

PEARL POLYMERS LTD



CHAND SETH

CHAIRMAN & MANAGING DIRECTOR

Place :New Delhi

Date :13th August, 2013


Mar 31, 2012

The Directors have pleasure in presenting their 41st Report on the Business and operations of your company together with Audited Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Gross Sales 22624.60 20024.54

Less: Excise Duty 1178.29 1095.15

Net Sales 21446.31 18929.39

Other Income 212.30 153.00

Total Income 21658.61 19082.39

Total Expenditure (excl. Depreciation & Interest) 19974.00 17338.95

Profit before Depreciation, Interest & Tax (PBDIT) 1684.61 1743.44

Less : Interest 910.28 887.17

Depreciation 840.95 790.59

Profit before Tax & prior period Adjustment (PBT) (66.62) 65.70

Provision for Taxes 29.92 1.46

Profit after Tax (PAT) (36.70) 67.16

Surplus brought forward 394.49 697.40

Balance available for appropriation 357.79 764.56

Appropriations:- Proposed Dividend (incl. tax) 0.01 0.07

Transfer to Capital Redemption Reserve 175.00 420.00 Transfer from Debenture Redemption Reserve - (50.00)

Balance carried to Balance Sheet 182.78 394.49

DIVIDEND

In the absence of profits in the current Financial Year the Directors of the Company regret their inability to recommend dividend on Equity Shares of the Company for the Financial Year ended 31st March, 2012.

The Company has paid dividend at the rate of 0.01% p.a on the Redeemable Cumulative Preference Shares of the Company in accordance with terms of issue of the said shares.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company redeemed 1,75,000 (One Lac Seventy Five Thousand) 0.01% Redeemable Cumulative Preference Shares. Further, the Company has issued 10,33,000 5% Non- Cumulative Redeemable Preference Shares on private placement basis to various entities, consequent to which the Share Capital of the Company is now Rs. 27,16,49,320/- comprising of 1,68,34,932 Equity Shares of Rs. 10/- each and 10,33,000 5% Non Cumulative Redeemable Preference Shares of Rs. 100/- each.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd (NSE).

PUBLIC DEPOSITS

As on 31st March, 2012, a sum of Rs. 35.65 Lacs relating to 154 depositors remained unclaimed. Since then, deposits amounting to Rs. 23.01 Lacs in respect of 77 depositors have been repaid/ renewed. In accordance with provisions of the Companies Act, 1956, the Company has deposited the unclaimed deposits alongwith interest thereon into the Investor Education and Protection Fund (IEPF) established under the Act.

DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of the Companies Act, 1956, the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Clause 110 of the Articles of Association of the Company, Dr. Sai Ramachandran, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-election. A brief resume of Dr. Sai Ramachandran is included in the Notice for the ensuing Annual General Meeting.

During the year under review, Mr. Harish Seth, Vice Chairman and Managing Director and Mr. Naresh Khanna, Non Executive & Independent Director, resigned from the Board w.e.f 11th July, 2012 and 1st August, 2012 respectively.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, pertaining to the Directors' Responsibility Statement your Directors state that:

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

ii) The accounting policies are selected and applied consistently and are reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012;

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

iv) The Directors have prepared the annual accounts for the financial year ending 31st March, 2012 on a 'going concern basis’.

CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standards (AS-3) issued by ICAI (Institute of Chartered Accountants of India) also forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

The term of appointment of M/s. J.C Bhalla & Co., Statutory Auditors of Company will expire at the ensuing Annual General Meeting. However they have expressed their unwillingness to continue as the statutory Auditors of the Company.

Accordingly, the Board of Directors of the Company on the basis of recommendation received from the Audit Committee recommend the appointment of M/s. Sehgal Mehta & Co., Chartered Accountants (Firm Registration No. 03330N), as Statutory Auditor of the Company at the ensuing Annual General Meeting to hold office until the conclusion of next Annual General Meeting. The Company has received a certificate from them about their eligibility for appointment as Statutory Auditors as per Section 224(1B) of the Companies Act, 1956. And that they are not disqualified for such appointment within the meaning of the section 226 of the said Act.

The notes to accounts referred to in the Auditors' Report, are self-explanatory and therefore do not require any further comments.

CORPORATE SOCIAL RESPONSIBILITY

Your Company strongly believes that for any economic development to be meaningful, the benefits from the business must trickle down to the society at large. The Company's initiatives in the community aim to create impact through empowerment so that the people in the community can make a better living and lead a better quality of life. The Company continues to make focused efforts for fulfilling its CSR with the thrust areas being education, health & sanitation and public awareness. During the year, the Company was involved in the following CSR activities.

Environmental Initiatives: While respecting and upholding our responsibility towards the environment and to further create and promote awareness amongst our workers, extensive plantation and gardening was carried out inside and outside the premises of the work. Conscious efforts were made towards proper treatment and handling of scrap by facilitating reuse, recycle and safe disposal of waste, already accredited with ISO 22000-2005, most of the units are demonstrating best practices in Industry in the directions of food safety, and energy optimization. Further your Company is been Categorized as 'Zero Pollution Industry" and is "Green Categorized". All environmental norms were duly complied with at the manufacturing locations.

Social & Health Initiatives: Your Company always come forward and makes contributions in times of natural calamities like Earth Quake, Tsunami, and Floods etc. Our employees also voluntarily come forward in contributing in all possible ways to rehabilitate effected families in case of any God Forbidden unnatural happening. Our Units at various locations organize Blood donation camps in coordination with local blood banks. We also participate in various activities through subscription & Contributions towards our local Industrial welfare Associations. Senior Management is actively involved in Free Treatments for Eyes/other Medical problems, arranging operations where necessary, providing aids to physically challenged etc through various Service Foundations.

Educational & Training Initiatives: During the year, various training programs were organized for the workers at the plant. Special training on First Aid was imparted besides the periodical training on Fire and

General Safety given to the employees. New entrants were provided with training before being allowed to handle machines. Amongst other efforts, various presentations were organized at the Corporate Office to apprise the employees of the updates and constant changes occurring in the corporate world. Vocational plant training was also imparted to students from Engineering and Diploma Institutes as part of their curriculum.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement on details pertaining to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, forms part of this Directors' Report as Annexure-I

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding the limit fixed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

Accordingly, no disclosure is required to be made in pursuance with the above provisions.

CORPORATE GOVERNANCE

It has always been the Company's endeavour to excel through better Corporate Governance in fair and transparent practices, many of which have already been in place even before they were mandated by the law. The Company complies with clause 49 of the Listing Agreement. The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.pearlpet.com.

The certificate certifying due diligence from the Statutory Auditors of the Company pertaining to practices of corporate governance adopted in the company forms the part of this report.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors thank the Company customers, shareholders, investors, vendors and bankers for their support to the company during the year and place on record their gratitude and co-operation received from financial institutions, Banks and Governmental & Non- Governmental authorities.

Your directors also wish to place on records their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

On behalf of the Board

PEARL POLYMERS LIMITED

Chand Seth Chairman & Managing Director

Place: New Delhi

Date : 14th August, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the report on the business and operations of your Company and the audited accounts for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2011 as compared with the previous year's performance is envisaged below:

(Amount in Rs./Lacs) PARTICULARS For the Year Ended For the Year Ended 31st March, 2011 31st March, 2010

Gross Sales 20023.01 18049.80

Less: Excise Duty 1095.15 880.39

Net Sales 18927.86 17169.41

Other Income 153.00 138.01

Total Income 19080.86 17307.42

Total Expenditure (excl. Depreciation & Interest) 17341.43 15484.80

Profit before Depreciation, Interests Tax (PBDIT) 1739.43 1822.62

Less : Interest 887.17 712.95

Depreciation 790.59 753.47

Profit before Tax & prior period Adjustment (PBT) 61.67 356.20 Exceptional Items

Prior Period Adjustments 4.09 (0.82)

Provision for Taxes 1.40 (125.57)

Profit after Tax (PAT) 67.16 229.81

Surplus brought forward 697.40 447.67

Balance available for 764.56 677.48 appropriation

Appropriations:-

Proposed Dividend (incl tax) 0.07 0.08

Transfer to Capital Redemption Reserve 420.00 105.00

Transfer from Debenture Redemption Reserve (50.00) (125.00)

Balance carried to Balance Sheet 394.49 697.40

DIVIDEND

The Directors consider it prudent to retain the profits of the Company for the current year for funding future expansion in the Company and regret their inability to recommend dividend on Equity shares of the Company for the financial year ended 31st March, 2011.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company redeemed 4,20,000 (Four Lac Twenty Thousand) 0.01% Redeemable Cumulative Preference Shares, consequent to which the total issued and subscribed share capital of the Company is Rs. 18,58,49,320/- comprising of 1,68,34,932 Equity shares of Rs. 10/- each and 1,75,000 Preference shares of Rs. 100/- each.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd (NSE).

PUBLIC DEPOSITS

As on 31st March, 2011, a sum of Rs. 35.20 Lacs relating to 180 depositors remained unclaimed. Since

then, deposits amounting to Rs. 18.34 Lacs in respect of 78 depositors have been repaid/ renewed. In accordance with provisions of the Companies Act, 1956, the Company has deposited the unclaimed deposits alongwith interest thereon into the Investor Education and Protection Fund (IEPF) established under the Act.

DIRECTORS

The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 1956, the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges. There are no changes in the Board of Directors of the Company during the year.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Clause 110 of the Articles of Association of the Company, Mr. Varun Seth, Whole time Director and Mr. Ramesh Mehra, Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-election. A brief resume of the Directors proposed to be re-elected, is included in the Notice for the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 pertaining to the Directors' Responsibility Statement, your Directors hereby confirm:

(i) that in preparation of annual accounts, applicable accounting standards have been followed;

(ii) that the Accounting Policies selected in consultation with the Statutory Auditors have been applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011, and of profit of the Company for that period;

(iii) that proper and sufficient care has been taken to the best of knowledge and ability for 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;

(iv) that the annual accounts for the year have been prepared on a "going concern basis".

AUDITORS AND AUDITORS' REPORT

M/s J.C.Bhalla & Co., Statutory Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for reappointment. They have expressed their willingness to continue as the Statutory Auditors, if re-appointed at the Annual General Meeting to hold office until the conclusion of the next Annual General Meeting. The Company has received from the auditors, a Certificate stating that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors' Report, are self-explanatory and therefore do not require any further comments.

CORPORATE SOCIAL RESPONSIBILITY

Your company continues to honor the principle of triple bottom line while recognizing, balancing and fulfilling the social, ecological and economical needs. We strongly believe that for any economic development to be meaningful, the benefits from the business must trickle down to the society at large. We continue to pursue corporate goals duly aligned with the larger societal goals for creating enduring values for all our stakeholders and the society. During the year, the following initiatives were taken:

Environmental Initiatives: While respecting and upholding our responsibility towards the environment and to further create and promote awareness amongst our workers, extensive plantation and gardening was carried out at the plants as well as the adjoining areas. Initiative was taken towards promoting conservation of water and the workers were encouraged to minimize its wastage. Conscious efforts were made towards proper treatment and handling of scrap by facilitating reuse, recycle and safe disposal of waste, inbuilt in the packaging process such that no scrap or by-product is disposed off in a manner that may cause harm to the environment. All environmental norms were duly complied with at the manufacturing locations.

Social & Health Initiatives: Painting competitions were financed for Zila Parishad Schools situated in the village adjoining our units. Blood Donation Camps were organized and our employees actively participated in the campaign to promote blood donation. Food, water and clothing were distributed to the flood affected victims in different parts of the country. The employees stayed geared up to help the affected families of staff having met untoward incidents and other victims of natural calamities.

Educational & Training Initiatives: During the year, various training programs were organized for the workers at the plant. Special training on First Aid was imparted besides the periodical training on Fire and General Safety given to the employees. New Entrants were provided training before being allowed to handle machines. Amongst other efforts, various presentations were organized at the Corporate Office to apprise the employees of the updates and constant changes occurring in the corporate world. Vocational plant training was also imparted to students from Engineering and Diploma Institutes as part of their curriculam.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement on details pertaining to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, forms part of this Directors' Report as Annexure-I

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Particulars of Employees) Amendment Rules, 2011, none of the employees of the Company was in receipt of remuneration exceeding Rs. 60 Lacs per annum or Rs. 5 Lac per month for period of employment during the last financial year ended 31st March, 2011. Accordingly, no disclosure is required to be made pursuant to Section 217 (2A) of the Companies Act, 1956 read with the amended Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Your Company continued with its unswerving commitment and conscious attempts to maintain highest standards of corporate governance. All major stipulations laid down under clause 49 of the Listing Agreement relating to good corporate governance have been duly adhered to and are reflected in all its attempts to attain business objective while enhancing stakeholders value.

A report on such Corporate Governance practices adopted in the Company along with the Certificate from the Statutory Auditors of the Company certifying due compliance with the said requirements forms part of this report.

Your Directors acknowledge with gratitude the assistance and co-operation received from the financial institutions, Banks and Governmental & Non-Governmental authorities and would like to thank all members for their continued support and confidence reposed in the management. Your Directors also wish to express deep sense of appreciation for the dedication and unstinting efforts put in by the entire work team at Pearl that enables the Company to remain at the forefront at all times.

On behalf of the Board PEARL POLYMERS LIMITED

CHAND SETH Chairman & Managing Director

Place : New Delhi Date : 12th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 39th Annual Report alongwith Audited Annual Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended March 31, 2010 as compared with the previous years performance is envisaged below:

( Amount in Rs./Lacs)

PARTICULARS For the For the Year Ended Year Ended

31st March, 31st March, 2010 2009 Gross Sales 18049.80 16656.88

Less: Excise Duty 880.39 1277.15

Net Sales 17169.41 15379.73

Other Income 138.01 122.52 Total Income 17307.42 15502.25

Total Expenditure 15484.80 13750.35

Profit/(Loss) before Depreciation, Interest & Tax 1822.62 1751.90

Less : Interest 712.95 706.51

Depreciation 753.47 715.13

Profit / (Loss) before Tax & Prior Period Adjustment 356.20 330.26

Exceptional Item - -

Prior Period Adjustments (.82) -

Provision for Taxes (125.57) (147.40)

Profit/ (Loss) after Tax 229.81 182.86

Appropriations:-

Proposed Dividend (incl tax) 0.08 0.02

Transfer to Capital Redemption Reserve 105.00 -

Transfer from Debenture Redemption Reserve (125.00) (100.00)

Balance carried to Balance Sheet 249.73 282.84

2. DIVIDEND

In order to strengthen the financial condition of the Company, the Directors consider it prudent to retain the profits of the Company for the year ended 31st March, 2010. Accordingly , the Directors have decided not to recommend dividend on Equity shares of the Company for the financial year ended 31st March, 2010.

However, the Company has paid dividend at the rate of 0.01% p.a on the redeemable cumulative Preference shares of the Company in accordance with the terms of issue of the said shares.

3. CHANGE IN THE CAPIT AL STRUCTURE

During the year under review, the Company redeemed 1,05,000 (One Lac Five Thousand) 0.01% Redeemable Cumulative Preference Shares, consequent to which the total issued and subscribed share capital of the Company is Rs. 22,78,49,320/- comprising of 1,68,34,932 Equity shares of Rs. 10/- each and 5,95,000 Preference shares of Rs. 100/- each.

7. PUBLIC DEPOSITS

As on 31st March, 2010, a sum of Rs. 62.64 Lacs relating to 209 depositors remained unclaimed. Since then, deposits amounting to Rs. 46.05 Lacs in respect of 115 depositors have been repaid/ renewed. In accordance with provisions of the Companies Act, 1956, the Company has deposited the unclaimed deposits alongwith interest thereon into the Investor Education and Protection Fund (IEPF) established under the Act.

8. BOARD OF DIRECTORS

The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 1956, the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with the Clause 110 of the Articles of Association of the Company, Mr. Harish Seth, Vice Chairman & Managing Director and Dr. Sai Ramachandran, Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. A brief resume of the Directors proposed to be reappointed, is included in the Notice for the ensuing Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 pertaining to the Directors Responsibility Statement, your Directors hereby confirm: (i) that in preparation of annual accounts, applicable accounting standards have been followed;

(ii) that the Accounting Policies selected in consultation with the Statutory Auditors have been applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and of profit of the Company for that period;

(iii) that proper and sufficient care has been taken to the best of knowledge and ability for 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;

(iv) that the annual accounts for the year have been prepared on a "going concern basis".

10. AUDITORS AND AUDITORS REPORT

M/s J.C.Bhalla & Co., Chartered Accountants, Statutory Auditors of the Company hold office until conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have expressed their willingness to continue as the Statutory Auditors, if re-appointed at the Annual General Meeting to hold office until the conclusion of the next Annual General Meeting.

The Company has received from the auditors, a Certificate stating that their appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. Further, a peer review certificate has also been received from the Statutory Auditors in conformance with the requirements of the amended Listing Agreement.

The notes to accounts referred to in the Auditors Report, are self-explanatory and therefore do not require any further comments.

10. CORPORA TE SOCI AL RESPONSI BI LI TY

As a socially responsive organization, your Company is committed to ensuring well being of the communities around it while recognizing interest of all its shareholders, consumers, employees, and suppliers at all times. During the year, following initiatives were taken:

Training & Safety: During the year, various training programs were organized at the plant. Fire fighting & rescue drills were conducted for the staff and workers at the plants. Special training on First Aid was also imparted during the period.

Environment: The Company promotes and encourages clean and healthy environment.

Maintaining and upholding with the thought and to create awareness amongst the staff and workers, various trees were planted during the year at the plants.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNI NGS AND OUTGO

A statement on details pertaining to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, forms part of this Directors Report as

Annexure-I.

12. PARTICULARS OF EMPLOYEES

A statement of particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report as Annexure-II.

13. CORPORATE GOVERNANCE

Your Company continues with its unwavering commitment and attempts to maintain highest standards of corporate governance. All major stipulations laid down under clause 49 of the Listing Agreement relating to good corporate governance are duly adhered to and are reflected in all its attempts to attain business objective while enhancing stakeholders value.

A report on such Corporate Governance practices adopted in the Company along with the Certificate from the Statutory Auditors of the Company certifying due compliance with the said requirements forms part of this report.

14. ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance and co-operation received from Financial institutions, Banks and Governmental & Non- Governmental authorities and thank all members for their continued support and confidence reposed in the management. Your Directors also wish to express deep sense of appreciation for the commitment and dedication shown by the entire work team at Pearl.

On behalf of the Board of Directors of

PEARL POL YMERS LIMI TED



CHAND SETH

Chairman & Managing Director

Place : New Delhi

Date : 12th August, 2010


Mar 31, 2009

The Directors have pleasure in presenting the 38th Annual Report on the business and operations of the Company along with the Audited Annual Accounts for the year ended 31st March 2009

1 FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March 2009 as compared with the previous years performance is summarised below:

(Amount in Rs/Lacs) PARTICULARS For the Year Ended For the Year Ended 31st March 2009 31st March 2008

Gross Sales 16656.88 15092.72

Less: Excise Duty 1277.15 1608.93

Net Sales 15379.73 13483.79

Other Income 122.66 337.00

Total Income 15502.39 13820.79

Total Expenditure 13748.30 12109.51

Profit/(Loss) before Depreciation Interest & Tax 1754.09 1711.28 Less : Interest 708.70 633.50

Depreciation 715.13 659.57

Profit / (Loss) before -Tax & Prior Period Adjustment 330.26 418.21

Exceptional Item - (121.91)

Prior Period Adjustments - (5.03)

Provision for Taxes (147.40) (190.47)

Prof it/(Loss) after Tax 182.86 100.80 Appropriations:

Proposed Dividend (incl tax) 0.02 -

Transfer to Debenture Redemption Reserve - 185.00

transfer from Debenture Redemption Reserve (100) (100)

Balance carried to Balance Sheet 282.84 15.80



2 DIVIDEND

In view of marginal profits and expansion of existing production facilities your Directors have decided not to recommend dividend on the Equity Shares of the Company for the financial year ended 31st March 2009 However the Company has paid dividend at the rate of 001% pa on the Redeemable Cumulative Preference shares of the Company in accordance with the terms & conditions laid down in this regard at the time of issuance of the said preference shares

3 CHANGE IN THE CAPITAL STRUCTURE

Subsequent to the approval of members received through the Postal Ballot process the Company had issued & allotted 700000 (Seven Lacs) 001% Redeemable Cumulative Preference

Shares of face value of Rs 100/- each to Pearl Engineering Polymers Ltd during the year under review for raising funds to meet its long term fund requirement and facilitating the expansion of its existing facilities Consequent to the said allotment made on 15th January 2009 the issued share capital of the Company has increased from Rs168349320 to Rs238349320 comprising of 16834932 equity shares of Rs 10 each and 700000 preference shares of Rs 100 each and the paid-up share capital of the Company has increased from Rs168268530 to Rs 238268530

4 EXPANSION PROGRAMME

The Directors are pleased to inform that the new unit set up at Pant Nagar Uttaranchal has commenced with its commercial production during July 2008 The performance delivered by the unit in its initial year of operations is commendable The unit has contributed substantially to the overall turnover and profitability of the Company

5 AWARDS

Your Directors are glad to inform that your Company has won the "Plasticon Award"for the year 2009 as a "JT RUNNER-UP" under the

Innovative Plastics Product Design category for Injection Stretch Blow Moulded Jar with Injection Moulded Cap with Anodisationproduct

6 MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Development

In the last few decades the plastic industry has grown to the status of a leading sector in India The size of the countrys plastic industry has doubled in the past 10 years The plastic industry is growing by leaps and bounds in terms of quantity as well as value due to continuous advancements and developments in polymer technology processing machineries expertise and cost effective manufacturing The Indian Plastic Industry has been growing at a phenomenal rate of 15% over the years and with its potential harnessed it is all set to reach the 125 MMT consumption mark making India the third largest consumer of plastics by 2010 after US and China

Pearl an ISO 9001 certified Company is today one of the largest producers of PET bottles jars and containers With its production facilities - located at Baddi Mahad Jigani Gurgaon and Pantnagar the Company manufactures technologically advanced packaging materials for special applications in food products bevarages pharmaceuticals and allied sectors Your Company has its own designing team and state-of-the-art manufacturing facilities with the- expertise to deliver to a wide range of packaging requirements for products in diverse segments

(b) Opportunity and Threats

The Industry faces threats of unfair competition from the unorganized sector manifesting itself in the form of duplicates clones and pass offs The Industry also faces significant competition from countries like China on account of cheap labour and significant production capacities To add to the challenges further there has been a sharp slow down in the global bottled water market which has had major implications on the PET plastics industry in particular However to the relief of thePET industry the beverage demand is forecasted to grow by 20 % in 2009 and 26 % pa in the longer term Meanwhile the alcoholic & energy drinks sectors in the Asian region are expected to show an annual growth rate of around 5 % and by 10 % respectively Volatility in currency and feedstock prices is also a major threat faced by the plastic industry

Despite the competition and influence of the external economic factors; PET packaging has high potential in segments like pharmaceuticals beverages confectionery liquor and personal care Because of the unbreakable and easy to handle nature of the plastics most of the companies manufacturing consumer goods are diverting to plastic packaging from glass packaging Typically the demand growth rate for plastics is 15 times that of the GDP growth rate and the per capita consumption of plastics in India is only 6 Kg versus the world average of 27 Kg Considering this it is clear that the Indian plastic industry has room to grow further With the ever-increasing product range and their diversified packaging styles and schemesand simultaneous increased capacities at various units of the Company to meet such requirements the Directors foresee numerous opportunities for your Company

(c) Segment Wise Performance

The Company has a single reportable segment ie Manufacture of pet bottles and jars in terms of AS-17 issued by the Institute of Chartered Accountants of India

(d) Economic Scenario and Industry Outlook

Indian economy has grown at a healthy rate of over 8% for the last three years However the growth momentum was moderated because of the global melt down which had its impact on thevarious sectors of the Indian industry including the plastic sector The GDP growth for the year 2008-09 was 67% as against 91% in the previous year

However the real GDP is projected to grow by 66% in 2009-10 and the industrial sector is also expected to improve its growth rate in the same period The macro economic fundamentals look strong and yourCompany can leverage it for accelerating its growthSignificant investments have been made during the course of last year on enhancing the overall capacity by focusing on people processes systems and the right business metrics The market leadership coupled with product quality and financial strengths shall provide excellent opportunities for growth in the years to come

(e) Risks and Concern

Risks and prospects are inseparable components of the Companys business Your Company focuses on assessing the risks managing them and minimizing their incidence with the objective to maximize its returns The inventories of risks affecting your Company are:

- Macro economic factors like general economic slowdown sluggish demand conditions unforeseen political and social upheavals etc

- With competition intensifying in all segments of the industry increasing the market share and consumer base is a continuing challenge

- Cost and availability of some key raw -materials are also an area of concern

However with thorough market understanding strong marketing network diverse and flexible manufacturing capabilities and technical expertise your Company has been able to withstand the risks and concerns faced by the Industry

(f) Internal Control Systems and their Adequacy

The Company maintains a proper and adequate system of the internal controls commensurate with the size nature and complexity of the organization to ensure that all assets are safeguarded and protected against Joss from unauthorized use or disposition and to ensure that all transactions are authorized recorded and reported correctly and accurately Well-documented policies and guidelines have been introduced and implemented at all levels to ensure that the resources are utilized optimally

The internal audit function of the Company ensures compliance with plans policies and statutory requirements at periodic intervals examines adequacy of such controls and reports findings thereon to the Audit Committee for review The Audit Committee reviews the adequacy and effectiveness of the internal control system and suggests improvements for strengthening them

(g) Discussion of Financial performance with respect to Operational performance

During the year under review your Company achieved a turnover of Rs1665688 Lacs as compared to Rs1509272 Lacs for the previous year showing a growth of 1036% The Profit before tax during the year was Rs33026 Lacs as compared to Rs41821 Lacs during the previous year

The Company is constantly trying to widen its customer base increase market share develop new products and enter into new segments to improve the topline and profitability for the ensuing years

(h) Human Resources/ Industrial relations

Fostering people development and harnessing their creative potential to the maximum identifying and grooming management talent at all levels remains a priority Your Company is privileged to have the right blend of professionals in technical and other professional area and it continues to take initiative for development of its human resource and maintain healthy and harmonious relations The relations in the Company remained cordial throughout the year As on 31st March 2009 the Company had an employee strength of 710 employees

7 PUBLIC DEPOSITS

As on 31st March 2009 a sum of Rs 2897 lacs relating to 180 depositors remained unclaimed Since then deposits amounting to Rs1401 lacs in respect of 74 depositors have been repaid/ renewed In compliance with provisions of the Companies Act 1956 the company has deposited the unclaimed deposits alongwith interest thereon in Investor Education Protection Fund established under the Act

8 BOARD OF DIRECTORS

The Composition of the Board of your Company is governed by the provisions of the Companies Act 1956 Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock ExchangesThe Board of your Company comprises of 3 Executive Directors and 4 Non-Executive and Independent Directors During the year there is no change in the composition of the Board of your Company

In terms of Section 255 and 256 of the Companies Act 1956 and Article 110 of the Articles of Association of the Company Mr-Ramesh Mehra and Mr Naresh Khanna are liable to retire by rotation as Directors at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment A brief resume of Mr Ramesh Mehra and Mr Naresh Khanna is included in the Notice of the forthcoming Annual General Meeting -

9 AUDITORS AND AUDITORSREPORT

M/s JC Bhalla & Co Chartered Accountant the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment They haveexpressed their willingness to continue as the Auditors of the Company if re-appointed at the forthcoming Annual General Meeting of the Company The Auditors have furnished a certificate to the effect that their reappointment if made at the Annual General Meeting will be within the limits prescribed under Section 224(1 B) of the Companies Act 1956 and that they are not disqualified for such reappointment within the meaning of Section 226(3) of the said Act

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

10 CORPORATE SOCIAL RESPONSIBILITY

Your Company firmly believes that the growth of the Company lies in the development of the community surrounding it This philosophy has been integrated in every action/ deed of the Company in such a way that it has become a way of life at PEARL The Company as a whole always has intention to make meaningful contributions to the society local community conservation of environment and other areas As a responsible corporate citizen the company and its employees come forward and make contributions in times of natural calamities like war earthquake floods etc The Company organises blood donation camps on a regular basis The Company also ensures conservation of environment by planting saplings and by adopting best practices for pollution control dust control noise level control waste management and energy optimization

The Company also makes efforts in training its team and educating it by conducting safety drives that include fire drills safety-first programs etc in order to reduce accidents at the plant; National Safety week is organized by the Company to sensitize its employees towards adopting safer work practices -

11 PARTICULARS AS PER SECTION 217 OFTHE COMPANIES ACT1956

a) Particulars of Employees pursuant to Section 217(2A) of the Companies Act 1956 read with - Companies (Particulars of Employees) Rules 1975

Pursuant to Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended till date the names and other particulars of the employees are set out in the annexure to the DirectorsReport as Annexure-I

b) Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Details of Energy Conservation Technology absorption Research & Development activities undertaken by the company along with the information in accordance with the provision of Section 217 (1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 forms part of this report as Annexure-ll

12 DELISTING OF SHARES FROM CALCUTTASTOCK EXCHANGE

In consideration of negligible trading at the Calcutta Stock Exchange the Company videits letter dated October 8 2003 sought approval for delisting of its Equity shares from the said stock exchange Consequent to the receipt of approval for delisting of the said shares granted by the exchange vide- letter dated 31st March 2009 the Equity Shares of the Company stand delisted from the Calcutta Stock Exchange wef 31st March/2009

The Companys shares however continue to be listed on the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of IndiaLtd (NSE)

13 CORPORATE GOVERNANCE

Your Company is committed to ensuring and maintaining highest standards of Corporate Governance at all times Toward this end an effective corporate governance system has been put in place Areport on compliance with the Corporate Governance norms alongwith a certificate of compliance thereof from the Statutory Auditors of the Company forms part of the Annual Report

Further a certificate from the CEO and CFO of the Company in pursuance of clause 49 of the Listing Agreement has been obtained and forms part of this report

14 DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956 with respect to the DirectorsResponsibility Statement your Directors hereby confirm that:

- the applicable accounting standards have been followed in preparation of the Annual

Accounts and proper explanations have been given relating to material departures if any

- the accounting policies selected have been applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2009 and of the profit of the Company for the year ended on that date

- proper and sufficient care has been taken for 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 frauds and other irregularities

- annual accounts of the Company have been prepared on a "going concernbasis"

15 CASH FLOW STATEMENT

Cash Flow Statement for the year 2008-09 prepared in accordance with Accounting Standards (AS-3) issued by Institute of Chartered Accountants forms part of this Report

16 ACKNOWLEDGEMENT

Your Directors would like to acknowledge with gratitude the commitment and dedication of entire team at Pearl Your Directors would also like to thank all the members for the confidence reposed in the management and express deep sense of appreciation for the continued support extended at all times by its stakeholders including its Bankers Business Associates Financial Institutions Government and Non-Governmental agencies

On behalf of the Board of Directors of PEARL POLYMERS LIMITED CHANDSETH Chairman & Managing Director Place : New Delhi Date : 28th July 2009

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