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Directors Report of PG Electroplast Ltd.

Mar 31, 2015

To The Members of PG Electroplast Limited

The Directors are pleased to present the Annual Report and the audited financial statements for the financial year 2014-15.

1. Business Operation:

The Company is an electronic manufacturing services (EMS) provider for original equipment manufacturers (OEMs) of consumer electronic products in India. The Company has its presence in various businesses including Plastic injection molding, Plastic injection tool designing and manufacturing, Final assembly of Washing machine, Juicer/Mixer/Grinder, CTV, Air-conditions, CFL, Printed circuit board assemblies, Motor manufacturing, Solar lamp, automotive parts manufacturing and Food storage containers like microwave cookware kit, tiffin boxes, plastic jars, plastic bottles etc. The Company has four operational manufacturing plants & one plant is being set up.

2. Financial highlights:

Rupees in crore Particulars FY 2014-15 FY 2013-14

Revenue from operations (net) 238.73 218.13

Other income 3.33 5.77

TOTAL REVENUE 242.06 223.90

EXPENDITURE 226.93 221.40

Earnings before interest, tax, depreciation and amortization

Depreciation and amortization expense 9.47 11.25

Finance costs 10.20 11.53

Loss before tax (4.54) (20.28)

Tax expense; - -

Profit/ (Loss) for the year (4.54) (20.28)

3. Major capital expenditure program:

To meet the growth in molding business and other business,the company has installed the injection moulding machines and other machines which has been imported on deferred payment credit basis.

4. Management's Discussion & Analysis Report:

Management's Discussion & Analysis Report for the year ended March 31, 2015 has been presented as ANNEXURE I.

5. Dividend & Transfer to Reserve:

Directors have not recommended any dividend as the Company has incurred loss during the reporting year& No amount would be transferred to reserve.

6. Deposits:

The Company has not accepted any deposit covered under chapter V of the Companies Act, 2013 &. no amount of principal as well as interest was remain unpaid or unclaimed as at the end of the year. There has not been any default in repayment of deposits or interest thereon.

7. Directors & KMPs:

According to the provisions of the Companies Act 2013, Mr. Vishal Gupta, Director of the Company will retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment. Tenure of Dr. Rita Mohanty, additional Director of the Company is expiring on the date of ensuing AGM. The Company has received notice in writing, proposing her appointment as an Independent Director in ensuing Annual General Meeting. APPOINTMENT & RESIGNATION

- The Board express appreciation for the valuable contribution made by Mr. Ram Dayal Modi, Independent Director, who has resigned from the Company w.e.f. 01/11/2014.

- During the reporting Year, the members have approved regularization of additional Director Mr. Ayodhya Prasad Anand, as Independent Director.

- Dr. Rita Mohanty, was appointed by the Board w.e.f. 31/01/2015, as Additional Director in category of Independent Director.

- Mr. K.A. Khandelwal has resigned from position of Company Secretary w.e.f. 10/07/2014 & appointed as Chief Financial Officer of the Company w.e.f 11/07/2014.

- Mr. Rahul Kumar was appointed as Company Secretary w.e.f. 11/07/2014

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act.

8. Meeting of Board & Committee:

Please refer report on corporate governance, provided as ANNEXURE II, for details of meeting of the Board & its Committee.

9. Audit Committee:

The Audit Committee comprises of four Directors; out of them three are Independent Directors, namely- Mr. Sharad Jain (Chairman), Mr. Devendra Jha and Mr. Ayodhya Prasad Anand. Fourth member is Mr. Vishal Gupta, Whole Time Director in the Company. All the recommendation made by the Audit Committee, during the financial year ended March 31, 2015 was accepted by the Board.

10.Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy. All Employees of the Company and various stakeholders of the company are eligible to make Protected Disclosures in writing or through mail under the Policy in relation to matters concerning the Company. The Vigil Mechanism or whistle blower policy may be accessed at Companies website at link http://pgel.in/investor.php?id=13.

11.Nomination & Remuneration Committee & Policy:

The Nomination & Remuneration Committee of the Company comprises of 4 Directors, out of which 3 are Independent Directors, namely- Mr. Devendra Jha (Chairman), Mr. Ayodhya Prasad Anand, Dr. Rita Mohanty & fourth one is Mr. Promod Gupta, Chairman of the Company. The Nomination & Remuneration Policy for directors & Key Managerial Personnel are annexed as ANNEXURE-III.

12.Formal Annual Evaluation by the Board:

Formal evaluation of Directors has been made in separate meeting of Independent Directors on 23/03/2015 as well as in first Nomination & remuneration Committee and Board Meeting held on 30/05/2015 after the close of the year 2014-15. During the evaluation of the Board, various people & process factors were discussed. Committee has been evaluated by considering its effectiveness, performance and term of reference.

Evaluation of Independent directors have been made by considering various factors like their objectivity while exercising duties in bona fide manner, time and attention they pay to the Company, maintaining status of independence etc.While evaluation of Managing & Whole time Directors have been made by considering their performance & role assigned to them.

13.Familiarization program for Independent Directors:

The Company proactively keeps its Directors informed of the regulatory updates, operation of the Company and provides an overall industry perspective as well as issues being faced by the industry. The details of modal familiarization programs provided to the Directors is available at the link http://pael.in/upload imaqes/pdf/1429163383s.pdf

14.Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, 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 as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

15.Risk Management & Internal Finance Control:

The Company has devised and implemented a mechanism for risk management. The Audit Committee and the Board of Directors review the risks, if any involved in the Company from time to time. Appropriate procedures have been incorporated in the workflow of the Company to identify the elements of risks, if any, which may threaten the existence of the company.

The Company has adequate internal financial control system with reference to the financial statements. As per the periodic evaluation and review by the Audit Committee and the Board of Directors, no reportable weakness in the design and operation was observed during the period under review. Elements of risk are detailed in Management discussion & analysis report annexed as ANNEXURE I.

16.Auditors:

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi has been appointed as Statutory Auditors in 12th AGM of the Company for a period of three consecutive years up to conclusion of 15thAnnual General Meeting of the Company. However their appointment is subject to ratification by members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Hence, the appointment of M/s. Chitresh Gupta &.Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 13th Annual General Meeting of the Company.

17.Cost Audit:

The Board of Directors has appointed M/s Amit Singhal & Associates, Cost Accountants, having Firm Registration Number: 101073, as Cost Auditors to audit the cost records of the financial year 2015-16.

18.Auditors Report:

The Auditors Report on Financial Statements for the year ended on 31st March 2015 does not contain any qualification, adverse remarks or disclaimer and does not call for any further comments or clarification.

19.Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Ashu Gupta & Co., Practicing Company Secretary for conducting secretarial audit of Company for the financial year 2014-2015. The Secretarial Audit Report is annexed as ANNEXURE IV. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

20.Corporate Governance:

The Report on Corporate Governances stipulated under the Listing Agreement along with the requisite certificate from the Auditors of the Company confirming compliance of Corporate Governance is presented as ANNEXURE-II. A certificate regarding compliance of condition of corporate governance as stipulated under clause 49 of the Listing Agreement has been presented as ANNEXURE-IIA.

21.Particulars of contracts or arrangement made with related parties:

All Related Party Transactions that were entered into during the financial year were at arm's length and were in the ordinary course of business. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement. The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.pqel.in .The details of particulars of contracts or arrangements with Related Parties referred to in Section 188 in the Form AOC-2 pursuant to the Companies [Meetings of Board and Its Powers] Rules, 2014 are annexed with the Directors' Report as ANNEXURE-V.

22.Particulars of loan given, investments made, guarantee given and securities provided under section 186 of the Companies Act, 2013:

The Company has not given any loan or guarantee, has not made any investment & provided any securities under section 186 of the Companies Act, 2013 during the financial year ended March 31, 2015.

23.Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed with this report as ANNEXURE-VI.

24.Policy on Directors' appointment & Remuneration:

The nomination & remuneration policy of the Company is presented as annexure-iii.

25.Subsidiary, joint venture or associate company:

M/s Diamond Mattress Company Private Limited ceased to be a subsidiary of the Company. Assets & Liability of that Company had become NIL in Financial 2013-14 & Form FTE was filed with ROC on 09/04/2014 to strike off its name. The Company has received a notice of dissolution dated 04/09/2014 from concerned ROC.Now, the Company does not have any subsidiary Company.

26.Corporate Social Responsibility:

Section 135 of the Companies Act 2013 & rules made there under does not apply on the Company. Thus CSR committee has not been constituted and Corporate Social Responsibility policy was not required to be developed. However, the Company undertakes to act in a socially responsible manner and serve the society at large.

27.Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has constituted Internal Complaint Committee at each premise to look after complaints received under this Act. The Company has not received any complaints during the year.

28.Deployment of IPO proceeds:

Given below are the details of utilization of IPO proceeds as on 31st March 2015: (Rs./Lacs)

As mentioned in the Particulars Up to 31.03.2015 prospectus

Proceeds from IPO 12,064.50 12,064.50

Less utilization

Issue related expenses (net of reimbursements) 993.39 900.74

Expansion of manufacturing facility under Phase II 5,977.05 5,114.29

Capital Expenditure (Building, Plant & Machinery) 1,040.66 0

General Corporate Purpose 100.75 2,139.47

Repayment of Loans 1,564.84 2,410.00

Working Capital 1,902.03 1,500.00

Total Expenditure 11,578.72 12,064.50

Unutilized balance lying in Escrow Account 485.78

For more details please refer point 5 to Notes to Account -28. (Board has been authorized to reschedule, alter or modify utilization of IPO proceeds vide resolution passed at AGM held on 12/09/2012).

29.Conservation of energy, technology absorption, foreign Exchange earning & outgo:

(A) Conservation of Energy: The step taken or impact on conservation of energy, the steps taken by the company for utilizing alternate sources of energy and the capital investment on energy conservation equipment:

a) The Company has installed variable frequency drives at all its auxiliary equipment's which saves 30-40% power on regular basis.

b) The Company tries to maintain power factor close to 1.

c) The Company has installed turbo ventilation on all its roofs which decreases the need of using exhaust fan.

d) The Company uses invertors technology in compressor in AC plant, which Cheating & AC plants, which control the speed of the compressor motor, so as to continuously regulate the temperature reduce energy consumption.

(B) Technology absorption: The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution:

a) The Company has installed state of the art SMT, PCB assembly machine recently.

b) The Company has also installed Blow Molding Equipments.

c) The Company has stated using injunction moulding machine with survo drive technology These initiates help the Company to manufacture long lasting, cheaper and compatible products.

Information of imported technology (imported during the last three years reckoned from the beginning of the financial year): No such import was made during last three years.

The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo-

The information in this regard is provided in point 8 of Note no 28-other notes on Account.

30.Disclosure related Remuneration required under rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules 2014:

Please refer ANNEXURE VII for captioned details.

31. Material Changes and Commitments:

No material Change and commitments have occurred after the close of the Financial Year till the date of this report, which affect the financial position of the Company.

32. Regulatory Orders:

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's Operations in future.

However The Company had filed application for compounding of offence under Section 621A of the Companies Act, 1956 for certain violation of section 211 in Financial Statements of 2009-10 & 2010-11. The Hon'ble Company Law Board had imposed compounding fees amounting to Rs. 1,92,000/- (Compounding Fees of Rs. 48,000/- each on following 4 directors- Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta. Further, Compounding Fees of Rs. 36,000/- were imposed on Ex -Company Secretary Mr. Naveen Chandra Kushwaha by the Hon'ble Company Law Board.

33. PARTICULARS OF EMPLOYEES

There was no employee in the Company, who was in receipt of remuneration for the year 2014-15, in excess of or equal to limit prescribed in sub-rule (2) of Rule (5) of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing of Shares:

The equity shares of the Company are listed on BSE & NSE. The Listing fees for the financial year 2015-16 has been paid.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.



For and on Behalf of Board of Directors Date : 08/08/2015

Place: Greater Noida

(Mr. Promod Gupta) (Mr. Vishal Gupta)

Managing Director Whole Time Director

DIN:00181800 DIN: 00184809

B-15, Kalindi Colony, Delhi- B-15, Kalindi Colony, Delhi- 110065 110065


Mar 31, 2014

Dear Shareholders,

The Board of Directors hereby presents the Twelfth Annual Report together with the audited financial statements for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from Operations 21,812.60 30,264.05 (Net of Excise Duty)

Add: Other Income 577.79 657.39

Less: Expenditure 22,140.63 29,765.51

Earnings before Interest, Tax, depreciation and amortization (EBITDA) 250.03 1,155.93

Less: Depreciation & Amortization Exp. 1,125.50 923.12

Finance Cost 1,152.84 1,112.35

Profit/(Loss) before tax (2,028.31) (879.54)

Less: Tax Expenses -Income Tax for earlier yrs - -

-Deferred Tax - (379.82)

Profit/(Loss) Post Tax (2,028.31) (499.72)

BUSINESS OPERATIONS

Gross revenue from the operations has gone down by around 28% and EBITDA has decreased to Rs. 250.03 Lacs. It is mainly because your company has stopped the business of making CTV sets for their main customer LG, LG has taken a decision in the month of January 2013 that as a part of their marketing strategy they will stop making CTV sets in Indian market and consequent to that decision they stopped buying CTV sets from company w.e.f. April 2013.The company also stopped making washing machines during the year 2013-14 as the company''s customer ''Onida'' ''Onida'' shifted the production of this product in house to their own factory in Roorkee, Uttarakhand. The company lost around Rs. 130 crores of sales as a result of this. The company has been focusing on their plastic injection moulding business and in year 2013-14 the plastic moulding business has increased by around 30%. The company has been trying to diversify their customer profile by adding new customers. The company has been also trying to add new products also. All these issue are being addressed by the Company to overcome losses and board is confident that Company will generate cash profits from next fiscal year.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

Diamond Mattress Company Private Limited, only subsidiary of the Company, has filed a form FTE with ROC to get its name struck off from register of ROC. Board of Subsidiary Company had given approval for the same on March 31, 2014. This Company was inoperative for last one year and does not have any assets or liabilities as on March 27, 2014. Net worth of this Company was nil as on March 27, 2014. Hence, consolidated financial statement has not been prepared.

DEPLOYMENT OF IPO PROCEEDS:

Given below are the details of utilization of IPO proceeds as on 31st March, 2014:

Rs.In Lacs

Particulars Up to As mentioned in 31.03.2014 the prospectus

Proceeds from IPO 12,064.50 12,064.50 Less utilization Issue related expenses (net of reimbursements) 993.39 900.74 Expansion of manufacturing facility under Phase II 5,977.05 5,114.29 General Corporate Purpose 903.00 2,139.47 Repayment of Loans 424.95 2,410.00 Working Capital 745.34 1,500.00

Total Expenditure 9,043.73 12,064.50

Balance pending for utilization 3,020.77 Unutilized balance lying in Escrow Account 485.77 Unutilized balance deployed in Inter Corporate Deposits 2,535.00

Out of IPO proceeds, The Company has deployed Rs. 3200 Lacs as Inter corporate deposits as an interim measure to earn interest pending deployment towards the object of the issue. Further the Company has given advances for purchase of Land.

As on 28.05.2014, details of money recovered pursuant to SEBI order are as follows: (Rs. in crore)

Amount Amount Amount Given Recovered outstanding

ICDs 32.00 19.78 12.22 Cancellation of Land Deal 13.50 4.47 9.03 Recovery of Advance paid for purchase of Raw material 7.25 3.36 3.89

In accordance with authority given to the Board vide resolution passed at 10th Annual General Meeting of members pursuant to Section 61 of the Companies Act 1956, the Board of Directors of the Company has taken decision to utilize the proceeds of the IPO recovered on account of(a) recovery of the ICDs for Rs. 32 Crores (b) cancellation of land deals and (c) repayment of other advances given for raw material purchases for the purpose of:

1. Repayment of term loans, working capital term loan, buyers credit etc. to State Bank of India and Standard Chartered Bank,

2. Payment of interest to State Bank of India & Standard Chartered Bank,

3. Purchase of Moulds and other equipments/instruments related to plant and machinery, construction activities in factory premises etc&

4. Repayment of ICDs taken and for Working capital requirements

CAPITAL EXPENDITURE

The Company has till date invested around Rs. 7.50 crore in the expansion of the existing facilities and adding new production facilities for starting the production of kitchen appliances such as Juicer Mixer Grinders, Mixer grinders, Choppers and Room Heaters and other electronic products. The company further plans to invest around Rs. 3 to 4 Crores for plant and machinery and adding new building in the existing factory premises. The part of funds received in form of refund of ICDs and Land advance are being used for these expansion purposes. All these efforts will help the Company in increasing its sales and adding new products and new customers.

DIVIDEND

As the Company has incurred loss in financial year 2013-14, the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors does not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

l) That in the preparation of the annual accounts for the financial year ended 31st March, 2014 all the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected, such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

DIRECTORS

During the period under review Mr. Kailash Pati Sharma, Independent Director of the Company, resigned from directorship of the Company w.e.f. 12.08.2013. Directors place on record their deep appreciation and wish to thank him for his immense and fruitful contribution during his tenure as Director on the Board.

Further Ayodhya Prasad Anand has been appointed as an Additional Independent Director of the Company w.e.f. 8.02.2014. His term of office expires at the ensuing Annual General Meeting. The Company has received a notice in writing, proposing his appointment as an Independent Director.

As per the Companies Act 2013, Board has been restructured. All the independent directors will not be liable to retire by rotation. The Company has received a notice in writing, proposing their appointment as an Independent Director. Thus Board recommends their appointment as independent director for a term of 5 years for approval in Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed in the Companies Act 2013 and clause 49 of the listing Agreement.

Mr. Anurag Gupta, who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment for approval in Annual General Meeting. ''

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi being Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As per section 139 of the Companies Act 2013 and rules made thereunder, The Board recommends to appoint them for a period of 3 (three) consecutive years for a balance term up to conclusion of 15th Annual General Meeting of the Company in the calendar year 2017,

A certificate from them confirming compliance of section 141(3)(g) of the Companies Act, 2013 has also been received by the Company.

Your Directors recommend their re-appointment, as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

The Company has re-appointed, subject to approval of central government, M/s Ravi Sahani & Company, Cost Accountants, as Cost Auditors'' of the Company for conducting cost Audit of cost records of the Company for the financial year 2014 15. ''

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act 2013, all the Companies, having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more, or profit of Rs. 5 Crore or more during any financial year, will requires to constitute a Corporate Social Responsibility Committee of the Board; However the Company does not fall in any of the laid criteria, hence no such committee has been constituted.

INTERNAL COMPLAINTS COMMITTEE: The Company has created Internal Complaints Committee as per applicable provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

STATUTORY DISCLOSURES: Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports:-

A) Conservation of Energy

(a) Energy conservation measures taken:

The Company has taken many initiatives for energy conservation and for reduction in energy consumption. Following steps were taken by the Company towards conservation of energy during the year under review:

* Company has further installed variable frequency drive (VFD) in motors and pumps including cooling tower and pump house at low rpm and we have achieved 30%-35% saving of energy.

* Company is in the process of changing the lighting system in their shop floors from existing sodium vapour lamps to LED lamps, which will further result in saving of energy to the tune of around 30-40%

(b)) Total energy consumption and energy consumption per unit of production (Amount in Rs.)

Electricity FY 2013-14 FY 2012-13

(a) Purchased Units (M. KWH) 89,95,196 8,292,013 Total Amount 6,59,25,620 5,44,53,641 Average Rate/ Unit (Rs./KWH) 7.33 6.57 (b) Own Generation Through Diesel Generator Units (M. KWH) 6,14,736 905,286 Total Amount 1,23,15,872 15,705,267 Average Rate/ Unit (Rs./ KWH) 20.03 17.35

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers'' requirements.

C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : Rs. 773.86 Lacs (Rs. 762.92 Lacs on account of purchase of Raw Materials, Consumables, Plant & Machinery etc. and Rs. 10.94 Lacs on account foreign travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis form part of this Directors'' Report. The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided in a separate section. A certificate from M/s Ashu Gupta & Co, Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors PG Electroplast Limited Place: Greater Noida Date: 10.06.2014 (Promod Gupta) Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Board of Directors hereby presents the Eleventh Annual Report together with the audited financial statements for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2013 is summarized below:

(Rs. in Lacs)

Particulars Standalone Financials Consolidated Financials 2012-13 2011-12 2012-13 2011-12

Revenue from Operations (Net of Excise 30,264.05 22,182.43 30,264.05 22,182.43 Duty)

Add: Other Income 657.39 413.31 657.69 413.31

Less: Expenditure: 29,765.51 21,938.68 29,765.84 21,938-97

Earnings before Interest, Tax, 1,155.93 657.06 1,155.90 656.77 depreciation and amortization (EBITDA)

Less: Depreciation & Amortization Exp.

Finance Cost 923.12 450.83 923.12 450.82

112.35 1.063.68 1,112.35 1,063.69

ProM(Loss) before tax (879.54) (857.45) (879.57) (857.74)

Less: Tax.Expenses:

- Income Tax for earlier yrs - 4.39 - 4.40

-Deferred tax (379.82) - (379.83) -

Profit/(Ldss) Post Tax (499.72) (861.84) (499.74) (862.14)

BUSINESS OPERATIONS

On standalone basis, gross revenue from all sources has increased from Rs. 225.96 for year ended 31.03.12 to Rs. 309.21 Crores and EBIDTA has increased from Rs. 6.57 crores for year ended 31.03.12 to Rs. 11.56 Crores which were mainly due to increase in product mix and customer base. However increase in depreciation from Rs. 4.51 Crores for previous reporting period to Rs. 9.23 Crore was main cause of net loss Rs. 5.00 Crores for the year ended 31/03/2012.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

The Board of Directors of the Company has given their consent for not attaching the balance sheet of the subsidiaries and accordingly, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. However, some key information of the subsidiary -companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary company M/s Diamond Mattress Company Private Limited and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary company i.e. Diamond Mattress Company Private Limited will also be kept for inspection by any member at the Company''s Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Equity Listing Agreement and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

DEPLOYMENT OF IPO PROCEEDS:

Given below are the details of utilization of IPO proceeds as on 31SL March, 2013:

Rs. In Crores

Amount raised in FY 2011-12 through Pubic Issue 120.64

Less: Amount utilized till 31.03.2013

Utilised for General Corporate Purpose 13.15

Expansion of Phase II of Unit at Greater Noida & Ahmednagar 57.24

IPO Expenses 9.93

Repayment of term loan 1.00

Utilized for Working Capital 8.30

Unutilized Amount at the end of the year 31.02

Investments in Inter Corporate Deposits 26.16

Balance in Escrow Account with Standard Chartered Bank 4.86

There are no material deviations in utilization of IPO proceeds towards Objects of the Issue except increase in expenses in relation to expansion of manufacturing facility of Rs. 6.10 Crores, which was basically on account of change in equipment requirement as per prevailing market and IPO expenses of Rs. 0.93 Crore. These deviations were in line with the disclosures in the Red Herring Prospectus and the Prospectus and the same have also been unanimously ratified by the members in their annual general meeting held on 12.09.2012 as Item No.9of the Notice circulated to members.

CAPITAL EXPENDITURE

During the year under review the Company has completed Phase-ll of the project in March 2013. Accordingly capital work-in-progress amount of Rs. 20.91 Crores has been capitalized to fixed assets which had increased the depreciation during the year. The actual benefits of capacity utilization of increased fixed cost will be reflected in the future years.

DIVIDEND

As the Company has incurred loss in financial year 2012-13, the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors does not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

1) That in the preparation of the annual accounts for the financial year ended 31El March, 2013 the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under the review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the" Directors had prepared the accounts for the financial year ended 31s'' March, 2013 on a going concern basis.

DIRECTORS

During the period under review Mr. Bhawa Nand Choudhary, Independent Director of the Company, resigned from directorship of the Company w.e.f. 17.11.2012. Directors place on record their deep appreciation and wish to thank him for his immense and fruitful contribution during his tenure as Director on the Board.

Further Mr. Sharad Jain has been appointed as an Additional Independent Director of the Company w.e.f. 09.11.2012. His term of office expires at the ensuing Annual General Meeting and being eligible, offers himself fo[ appointment as Director.

Mr. Promod Gupta and Mr. Vikas Gupta who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment tor approval in Annual General Meeting.

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi being Statutory Auditors oi the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves (or re-appointment. Your Directors recommend their re-appointment, as set out in the accompanying notice of the Annual General Meeting. A certificate from them confirming compliance of section 224{1B) of the Companies Act, 1956 has also been received by the Company.

STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to

Exports:-

A) Conservation of Energy

(a) Energy conservation measures taken:

The Company has made every endeavor to make the company energy efficient and has taken initiatives in simple ways to conserve it. As such, the Company continues to take conscious efforts to minimize energy consumption. As a part of this continuous effort, following steps were taken by the Company towards conservation of energy during the year under review:

- Company is replacing all the T-8 and other conventional lighting with latest state of art energy efficient T-5 and LED lamps and most of them are controlled intelligently with presence and non presence of persons which has resulted in very good power saving initiatives.

- Company has brought in recent energy efficient injection moulding machines which are based on inverter technology and hence consume almost 70% less power as compared to conventional moulding machines which results in huge power saving.

- Company has installed variable frequency drive (VFD) in various motors and pumps including cooling tower at low RMP and we have achieved 30%-35% saving of energy.

(b) Additional investments and proposals:

- The Company has invested in energy saving injection moulding equipments.

- The Company has undergone an energy audit through an independent agency and the recommendations have been implemented.

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

(Amount in Rs.)

Electricity FY 2012-13 FY 2011-12

(a) Purchased

Units (M. KWH) 8,292,013 6,477,161

Total Amount 54,453,641 36,317,226

Average Rate/ Unit (Rs./KWH) 6.57 5.61

(b) Own Generation

Through Diesel Generator

Units (M. KWH) 905,286 710,505

Total Amount 15,705,267 15,957,093

Average Rate/ Unit (Rs./ KWH) 17.35 22.46

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers'' requirements.

The Company is working on new plastic injection moulding technologies to implement new surface finishes thereby eliminating the requirement of painting ol the components.

C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings :NIL

Foreign Exchange Outgo : Rs. 95.22 lakhs (Rs. 93.38 lakhs on account of purchase of Raw Materials,

Consumables, Plant & Machinery, etc and Rs. 1.84 lakhs on account of

Foreign Travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis form part of this Directors'' Report. The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided in a separate section. A certificate from M/s Ashu Gupta & Co, Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail id of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail id of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors

PG Electroplast Limited

Sd/-

Place: Greater Noida (Promod Gupta)

Date: 12.08.2013 Chairman & Managing Director


Mar 31, 2012

The Board of Directors hereby presents the Tenth Annual Report together with the audited financial statements for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2012 is summarized below:

Particulars Standalone Financials Consolidated Financial (Rs. in Lacs) (Rs. in Lacs)

2011-12 2010-11 2011-12 2010-11

Revenue from Operations (Not Excise Duty) 22,182.42 42,407.57 22,182.43 42,407.58

Other Income 413.31 300.46 413.31 300.46

Less: Expenditure before depreciation 21,927.21 39,619.79 21,927.50 39,618.28

Earnings Before Interest, Tax, Exceptional Items, 568.52 3,088.24 658.24 3,089.76 Depreciation and Amortization

Less: Finance Cost 1,063.68 555.65 1,063.69 556.00

Depn. & Amortization 450.82 206.78 450.82 206.78 Exp

Exceptional Items 11.47 2.26 11.47 2.26

Profit/(Loss) before tax (857.45) 2,323.55 (857.74) 2,324.72

Less: Tax Expenses

- Current Tax - 463.10 - 463.47

- Income Tax for earlier yrs 4.39 2.73 4.40 2.73

- Deferred Tax - 72.41 - 72.41

Profit/(Loss) Post (861.84) 1,785.31 (862.14) 1,786.11 Taxes

BUSINESS OPERATIONS:

During the financial years 2011-12, on standalone basis, the company achieved gross revenue of Rs. 225.95 Crores and EBIT stands to Rs. 2.06 Crores. During the year under review the Company incurred losses post taxes amounting to Rs. 6.61 Crores. Major reasons for losses were on account of (a) Increase in Finance Cost, (b) Increase in Depreciation, (c) Net Exchange difference due to erosion of value of domestic currency against the dollar currency and (d) Undersized performance of newly established manufacturing units because of lack of orders due to recessive global economic conditions. With your continuous support we are looking forward for better performance in upcoming years.

CONSOLIDATED FINANCIAL STATEMENT

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, general exemption has been provided to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No. 2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance sheet of the subsidiaries and accordingly, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance sheet of the Company.

However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary company i.e Diamond Mattress Company Private Limited will also be kept for inspection by any member at the Company's Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

INITIAL PUBLIC ISSUE AND DEPLOYMENT OF ISSUE PROCEEDS:

In this issue, the Company has raised Rs. 120.64 Crores in Initial Public Issue. The shares are listed on BSE and NSE. The issue constituted 35% of fully diluted post issue paid-up capital of the Company and it was subscribed 1.32 times before technical rejections.

Issue Detail:

- Issue Open : Sep 07, 2011 - Sep 12, 2011

- Issue Type : 100% Book Built Issue IPO

- Isssue Size : 5,745,000 Equity Shares of Rs. 10

- Issue Size : Rs. 120.64 Crore

- Face Value : Rs. 10 Per Equity Share

- Issue Price : Rs. 210 Per Equity Share

- Paid-up Capital : 16,41,320.00 (Post Issue)

- Listing At : BSE, NSE

- Listing Date : Monday, September 26, 2011

- BSE Scrip Code : 533581

- NSE Symbol : PGEL

- ISIN : INE457L01011

The above funds were raised for the purpose of expansion of new units set up at Greater Noida and Ahmednagar, Repayment of term loan and line of credit, to meet working capital requirement and General Corporate purposes.

Given below are the details of utilization of proceeds raised through public issue.

Amount raised during the year through Pubic Issue Rs. 120.64 Crores

Less: Amount utilized during the year

Utilised for general Corporate Purpose (Net) Rs. 16.25 Crores

Expansion of Phase II of Unit Greater Noida & Ahmednagar Rs. 55.98 Crores

IPO Expenses Rs. 10.00 Crores

Repayment of term loan Rs. 1.00 Crores

Utilized for Working Capital Rs. 6.39 Crores

Investments Inter Corporate Deposit Rs. 29.50 Crores

Balance in Escrow Account with Standard Chartered Bank Rs. 1.52 Crores

The funds in inter corporate deposits have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue. The balance in the Escrow account is as per directions of SEBI, under which the Company has deposited the amount of ICD received back for an amount of Rs. 1.50 Crores and amount lying in the IPO account to the tune of Rs. 0.02 Crore.

Amount utilized in General Corporate purposes include amount paid as advance for purchase of land keeping in mind the future expansion strategy of the Company in areas close to auto and Electronics hub.

There are no material deviations in utilization of IPO proceeds towards Objects of the issue except increase in expenses in relation to expansion of manufacturing facility of Rs. 4.84 Crores, which was basically on account of change in equipment requirement as per prevailing market and IPO expenses of Rs. 1.00 Crore. These deviations were in line with the disclosures in the Red Herring Prospectus and the Prospectus.

CAPITAL EXPENDITURE:

During the year under review the Company started in July 2011, Unit No. III at Greater Noida on Plot No. E-14 and E-15, Surajpur, Gautam Budh Nagar.U.P. admeasuring 5779 sq. meters. With this the phase I of the project was completed. The second phase of project for expansion of the two units i.e. Unit III at Greater Noida and Unit IV at Ahmednagar, Maharashtra has started and the project is estimated to be completed by September 2012 as against March 2012 as envisaged in the Prospectus.

DIVIDEND

As the Company has incurred loss in financial year 2011-12, so the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors do not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under the review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1856 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

DIRECTORS

During the period under review Mr. Kaushal Chand Singhal, Mr. Suresh Chandra Gupta, Mr. Prem Pal Malhotra and Pramod Kumar Mitra, Independent Directors of the Company have resigned from the directorship of the Company w.e.f. 05.01.2012.

Further Mr. Bhawa Nand Choudhary and Mr. Chandra Bhushan Mishra, were appointed as Additional Independent Directors of the Company by the Board of Directors in their meeting held on 06.02.2012. Mr. Chandra Bhushan Mishra has resigned from the directorship of the Company w.e.f. 25.04.2012.

Existing Additional Independent Directors are retiring at the ensuing Annual General Meeting and being eligible offers themselves for appointment as Director.

Mr. Vishal Gupta and Mr. Anurag Gupta who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their appointment for approval in Annual General Meeting.

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi who are retiring at the ensuing Annual General Meeting under the provisions of Section 224 of the Companies Act, 1956 have offered for re-appointment as auditors of the Company. The necessary certificate pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 has been received from them. Earlier M/s Hem Sandeep & Co. Delhi, Chartered Accountants have resigned as Statutory Auditors w.e.f 17.02.2012.

STATUTORY DISCLOSURES

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports:-

A) Conservation of Energy:

a.) Energy conservation measures taken:

The Company believes that efficient use of energy is a simple way to conserve it. As such, the Company continues to take conscious efforts to minimize energy consumption. As a part of continuous efforts, following steps were taken by the Company towards conservation of energy during the year under review:

- Company has introduced CFL lamps, and replaced T5 tubes instead of T8 tube lights within all the premises.

- Injection moulding equipments have been purchased, which consume 30% less energy than earlier hydraulics equipments.

b.) Additional Investments and proposals:

- The Company has invested in energy saving injection moulding equipments.

- The Company has undergone an energy audit through an independent agency and the recommendations have been implemented.

c.) Total energy consumption and energy consumption per unit of production.

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers requirements.

The Company is working on new plastic injection moulding technologies to implement new surface finishes thereby eliminating the requirement of painting of the components.

C) Foreign Exchange Earnings and Outgo:-

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : Rs. 8.18 Crores (Rs. 8.15 Crores on account of purchase of Plant & Machinery, Raw Materials, Consumables etc and Rs. 0.03 Crores on account of Foreign Travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Reports on Corporate Governance and Management Discussion and Analysis form part of this Report. The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section. A certificate from M/s Ashu Gupta & Co., Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail ids of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail ids of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request.

ACKNOWLEDGEMENT

We are grateful to our shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous co-operation and faith they have shown in the Company.

For and on behalf of Board of Directors PG Electroplast Limited

Sd/- (Promod Gupta) Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors take immense pleasure in presenting the Directors' Report together with the Audited Accounts for the financial year ended on 31st March, 2011.

FINANCIAL PERFORMANCE

For the financial year ended 31st March, 2011 is as under:

(Rs. in Lacs)

Year ended Year ended Particulars March 31, 2011 March 31, 2010

Income 42754.33 35335.76

Less: Expenditures 40430.77 34083.62

Prior Period Adjustments Nil Nil

----------- ---------

Profit before Tax 2323.56 1252.14

Provision for the Taxation :

- Fringe Benefit Tax Nil Nil

- Current Tax 463.09 219.08

- Deferred Tax 72.41 46.68

- Income Tax for earlier years 2.73 Nil

--------- --------

Profit after Tax 1785.33 986.38

Add: Balance brought forward from last year 1274.68 288.31

--------- ---------

Profit/ (Loss) carried to Balance Sheet 3060.01 1274.69

During the year under review the turnover increased significantly, this is due to completion of ELCOT Order and addition of Nine more moulding machine to the present production capacity. The Company has started production of CFL's at Roorkee factory. The Profit after Tax for the current financial year is of Rs.1785.33 lacs as against Profit after Tax of Rs.986.38 lacs during the previous financial year. With your continuous support we are looking forward for the same growth in the Financial Year 2011-12.

DIVIDEND

Your directors wish to plough back the profit of the Company in its operations so we are not recommending any dividend for the period under review.

RESERVES

Your Directors do not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

SUBSIDIARY COMPANY

Pursuant to Section 212 of the Companies Act, 1956, the Audited Statement of Accounts of 'Diamond Mattress Co. Private Limited', Wholly Owned Subsidiary of the Company is annexed to the Annual Report 2010-11 of the Company.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

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

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

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

(iv) the directors have prepared annual accounts for the financial year 2009-10 on a going concern basis.

DIRECTORS

During the period under review Mr. L M Gupta, Independent Director of the Company has resigned from the directorship of the Company w.e.f. 08.03.2011.

Sh. P P Malhotra, Sh. Suresh Chandra Gupta and Sh. Vikas Gupta who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

AUDITORS

M/s. Hem Sandeep & Co., Chartered Accountants, Delhi being retiring at the ensuing Annual General Meeting under the provisions of Section 224 of the Companies Act, 1956 offers for re-appointment as auditors of the Company. The necessary certificate

pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 has been received from them.

AUDITORS REPORT

M/s. Hem Sandeep & Co., Chartered Accountants, have given their report on accounts of the company for the Financial Year ending on 31st March 2011, the auditors report is self explanatory and there is no adverse remark, statement or qualification in their report.

STATUTORY DISCLOSURES

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports: -

A) Conservation of energy:

(a.) Energy conservation measures taken:

i.) The Company has changed the power consuming Bulbs with power saving CFL's and has fitted the motion sensor systems at various place. To save on Electric Power consumption the Company has also installed the ultra modern molding machines which are environment friendly and energy saving.

ii.) More open space and glass window is provided in the proposed new constructions of the factory buildings so that sufficient natural light will be there during the day hours.

(b.) Additional investments and proposals:

i.) Installed high technology generator set which switches off automatically when the electricity supply resumes.

iv.) Regular inspection and oiling of the machinery so that less power consumption will be there.

c.) Impact of the measures taken:

With the measures taken at the point (a.) and (b.) above, the Company has saved the consumption of energy in relation to the sales and production.

B) Technology Absorption, Research and Development (R&D)

i.) Experienced Product design team keeps on developing new designs as per the requirements of the customers.

ii.) Process standardization for consistent quality to meet our customer requirements.

iii.) New process development to overcome working problems in production and manufacturing process.

ACKNOWLEDGEMENT

We are grateful to our Shareholders, Employees, Bankers, Creditors and other Government and Private Agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors

PG Electroplast Limited

Place: Greater Noida (Promod Gupta)

Date : 18.05.2011 Chairman & Managing Director