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Directors Report of Polycon International Ltd.

Mar 31, 2015

The Directors have the pleasure of presenting the 24th Annual Report of the Company together with Audited Financial Statements and Cash Flow Statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2015 are summarized below:

(Rs. In lacs)

2014-2015 2013-2014

Net Sales Turnover 3836.31 4405.51

Gross Profit before Interest 392.80 395.57 and Depreciation

Less : Interest 237.37 248.75

Less : Depreciation 120.54 108.71

Profit/(Loss) for the year 34.89 38.11

Less : Provision for Taxation 10.05 11.10

Profit/(Loss) after Taxation 24.84 27.00

Add: Balance brought forward 109.03 82.03 from Previous Year

Less: Adjustment of 2.69 --

Depreciation for Prior Period

Balance carried to the 131.18 109.03 Balance Sheet

PERFORMANCE AND FINANCIAL POSITION OF COMPANY

The net sales of the company during FY 2014-15 were Rs. 3836.31 lacs against Rs. 4405.51 lacs in the year 2013-14. The Profit for the year 2014-15 was Rs. 24.84 Lacs against Rs. 27.00 Lacs in previous year.

RESERVES

No amount has been transferred to Reserves during the period under review. The entire surplus is proposed to be retained to give financial leverage to the Company.

DIVIDEND

In view of marginal profits, the Board of Directors does not recommend payment of Dividend for the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement for constitution of Corporate Social Responsibility Committee.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as required by Section 134(3)(a) of the Companies Act, 2013 in Form MGT 9 is annexed herewith as Annexure-I.

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

A. CONSERVATION OF ENERGY

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION

Your company is committed to providing consumers with high quality products. The technology that is being used by your company is eco-friendly that conserves the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process and focus is to stay aligned with the best and continuously increase efficiency. We proactively and continuously invest in developing technology which adds value to our business. Sustained delivery has ensured that your company's products are trusted by consumers. During the year your company continued its focus on driving the quality culture and total productivity management across the factories.

C. FOREIGN EXCHANGE EARNINGS & OUTGO Foreign Exchange Earnings NIL Foreign Exchange Out Go

Expenses on foreign travels NIL

Interest on WCFC Loan NIL

Expenses on import on CIF basis for

- Capital Goods NIL

- Raw Material NIL

- Stores & Spares NIL

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. A. Natani & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company will hold office till the conclusion of this Annual General Meeting and are eligible for re- appointment. The Company received a certificate from M/s A. Natani & Co., Chartered Accountants, Jaipur Statutory

Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being re-appointed till the conclusion of the Annual General Meeting to be held in year 2017.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self-explanatory and don't call for any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/S. JAKS & ASSOCIATES, Company Secretaries to undertake audit of secretarial and other related records of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure-II". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Information referred in Secretarial Auditor Report are self-explanatory and don't call for any further comments.

AUDIT COMMITTEE

The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman), Mr. Adarsh Singhania and Mr. Lal Chand Baid in line with the requirements of Section 177 of the Companies Act, 2013. Mr. Vinod Sacheti ceased to be the Member of Audit Committee on 05th August, 2014 and Mr. Kamal Kumar Bordia was appointed as Chairman of Audit Committee. The Board has accepted the recommendations made by the Audit Committee from time to time. Four Meetings of Audit Committee were held during the year. The details of which are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business.

The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual,

temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2015 in this regard

MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 Board Meetings were held. The details of which are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as annexure V forming part of this Annual Report.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy is available on the Company's website: www.polyconltd.com

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans, guarantee or Investments made by the company under Section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

SHARE CAPITAL

During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options & sweat equity.

HUMAN RESOURCES DEVELOPMENT/TRAINING

Your company believes that Employees are its main strength. Accordingly your Company places people in the heart of its business strategy. Your Company is attracting and retaining the best people, creating a culture and environment where people are able to deliver their best and they are recognized and encouraged.

Your Company upholds the culture of trust and mutual respect in all its employees' relations endeavors. Your company has ensured that there is sustained communication and engagement with workforce through various forums. Company's human resources are mobilized to strengthen the company internally and to face future challenges. Your company is providing a "state of art" working environment to the employees with a view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS

As on 31st March, 2015, the Company employed a total of 114 employees of which 13 were Officers and 101 belongs to non-executive cadre.

The Company believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Name of the Status/ Date of Date of Director/KMP Designations Appointment Resignation

1.Lal Chand Baid Managing Director 01/08/1997 --

2. Rajiv Baid Executive Director 01/08/1997 -- & Chief Financial Officer

3. Vinod Sacheti Independent Director 29/03/2010 05/08/2014 4. Adarsh Singhania Independent Director 29/03/2010 --

5. Tiyana Sacheti Independent Director 20/09/2014 --

6. Kamal Kumar Independent Director 20/09/2014 -- Bordia

7. Gajanand Gupta Company Secretary 07/06/1995 --

In terms of provisions of the Companies Act, 2013 and the articles of association of the company Shri Rajiv Baid Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommended his re- appointment.

Pursuant to Section 152 & 160 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Shri K.C. Bhandari, as Non-executive Non- Independent Director of the Company. Details of the proposal for appointment of above Director is mentioned in the Explanatory Statement under Section 102 of the Act to the notice of Annual General Meeting.

Mr. Vinod Sacheti has resigned during the period under review and Ms. Tiyana Sacheti & Mr. Kamal Kumar Bordia were appointed as Independent Director of the company. The Board noted the appreciation of services rendered by Mr. Vinod Sacheti during the period under review.

A brief resume of expertise and details of other directorship of the director is attached along with Notice of the ensuing Annual General Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The policy is also available on the Company's website.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 is attached as Annexure-III.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3)(c) of the Companies Act, 2013 and in respect of the annual accounts for the period under review your Directors hereby confirm that :- (a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) Directors of the company selected such accounting policies and applied them consistently and made judgment 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 the Profit & Loss Account for the period under review;

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

(d) They have prepared the annual accounts on a "going concern basis";

(e) 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.

(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;

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is available on company's website : www.polyconltd.com

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV

ACKNOWLEDGEMENT

Your Directors would like to take on record its appreciation for the co-operation and support extended by the Company's Bankers, Financial Institutions, its Employees, Shareholders, Business Associates and all other stakeholders.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID

Date : 30.05.2015 CHAIRMAN & MANAGING

DIRECTOR


Mar 31, 2014

The Members,

The Directors have the pleasure of presenting the 23rd Annual Report of the company together with Audited Accounts and Cash Flow Statement for the financial year ended 31 st March, 2014.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 4405.51 lacs against Rs. 3947.49 lacs in the previous financial year and registered an overall increases of 11.60 %.

FINANCIAL RESULTS :

The financial results for the year ended 31st March, 2014 are summarized below :

Amount Rs. In lacs 2013-2014 2012-2013

Net Sales Turnover 4405.51 3947.49

Gross Profit before Interest

and Depreciation 395.57 323.76

Less : Interest 248.75 185.30

Less : Depreciation 108.71 123.39

Profit/(Loss) for the year 38.11 15.07

Less : Provision for Taxation 11.10 6.30

Profit/(Loss) after Taxation 27.00 8.77

Add: Balance brought forward

from Previous Year 82.03 73.26

Balance carried to the

Balance Sheet 109.03 82.03

CORPORATE DEVELOPMENTS / GROWTH & EXPANSION :

All the units of the company are running well, but unfortunately, a fire has occurred in Kanota Unit on 01.02.2014, thereby causing damage to the fixed assets & Stock of the Company.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND :

In view of marginal profits, the Board of Directors does not recommend payment of Dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure & Development

As the wooden and glass items are being substituted by plastic items, manufacturing of plastic products have also

increased. Your company has been focusing on satisfying the customers by supplying the quality products well in time. This will bring your company in sync with the requirements of buyers and in turn, will bring great profits and values to its stakeholders.

Opportunity :

According to a study on plastics industry by Plast India Foundation increasing usage of plastics in automobiles, consumer packaging and impact of increased infrastructure spending, the plastics industry is expected to continue double-digit growth beyond 2016-17. The industry grew by 13 per cent annually in last five years and expected to continue double-digit growth beyond 2016-17. Your company is quick in realizing the latest trends and opportunities in the industry and has been in sync with the latest happenings in the market.

Polycon International Limited is continuously working over its capacity and effectiveness to increase its production and aims to provide better quality products to its consumers along with making strong position in domestic market. Threats :

- Cut-throat competition from the new entrants in the market, thereby squeezing the Company''s profit margins.

- Price volatility of key raw material and fuel.

- Uncertainty in the economic environment.

- Unavailability of skilled manpower.

- Threat of substitutes.

The company''s business activity falls within a single primary business segment viz. ''Plastic item'' in India hence the disclosure requirement of Accounting standard-17 "Segment Reporting" are not applicable.

Outlook :

Your company is constantly striving to provide quality products and is looking forward to use improvised technology and innovative methods to increase its sales. Your company''s endeavour to provide high quality products aiming to grant full value of money to the customer, expected to place in light of its refreshed mission and vision and clear strategic framework. Your Company will seize the opportunities and face the challenges prevailing in the industry and is confident to remain the market leader in the organized plastic industry.

Risks and Concerns :

In the normal course of business, the Company is exposed to external risks such as overall demand fluctuation in the market segment in which it operates reduction in relative market share for its products due to the impact of competition as well as internal risks such as limited product range, variation in operational efficiency and cost structure. The company is also exposed the financial risk in the form of interest rate variation. The Company is taking appropriate steps to guard itself against these identified risks.

In order to overcome such situations company is fully devoted in the preparation of appropriate programmes, adoption of suitable policies and to take corrective and precautionary measures for safeguarding the company''s market position and further to strengthening it.

Corporate Social Responsibility :

As a part of the Corporate Social Responsibility plan, your company has been emphasizing on eco-friendly packaging solutions, that is, keeping in mind the economy as well as the environmental friendliness. Your company contributes to a healthy corporate culture in our country.

Adequacy of Internal Control System :

Your Company has adequate system of internal controls commensurate with its size and scale of operation, to ensure that all the assets of the Company are safeguarded and protected and that all the transactions are authorized, recorded and reported appropriately. The annual internal audit plan and internal audit reports are also shared with the statutory auditors.

Your company adheres to the following internal control system :-

Properly conducts Board and general meetings

Records data discussed during the meeting in proper manner.

Properly constitutes committees in compliance with the acts, rules and regulations.

Timely prepares records, reports, minutes and other financial and statutory documents.

It ensures that every employee of the Company is heard, in which decisive and standard reporting structure help the management to reach to all the classes of employees.

Discussion of financial Performance :

Your Company''s net turnover for the year ended March 31, 2014 is Rs. 4405.51 lacs. The Profit before interest, depreciation and tax is Rs. 395.57 lacs. However, profit after tax is Rs. 27.00 lacs.

Your Company is engaged in the manufacturing of plastic containers since 1991 and the income also derived from the sale of these products. Your Company is hopeful of sustaining its performance through calibrated steps. Your directors are confident of the long-term business prospects of the Company.

Human Resources Development/Training :

Your company believes that Employees are its main strength. Accordingly your Company places people in the heart of its business strategy. Your Company is attracting and retaining the best people, creating a culture and environment where people are able to deliver their best and they are recognized and encouraged.

Your Company upholds the culture of trust and mutual respect in all its employees'' relations endeavors. Your company has ensured that there is sustained communication and engagement with workforce through various forums. Company''s human resources are mobilized to strengthen the company internally and to face future challenges. Your

company is providing a "state of art" working environment to the employees with a view to optimize their performance.

Employment Profile & Industrial Relations :

As on 31st March, 2014, the Company employed a total of 169 employees of which 13 were Officers and 156 belongs to non-executive cadre.

POLYCON International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

CAUTIONARY STATEMENT :

Some statements in this management discussion and analysis describing the Company''s objectives, projections, estimate, and expectations may be "forward looking" statement within the meaning of applicable laws and regulations. These Statements are likely to address the company''s growth strategy, financial results etc.

Actual results would differ substantially or materially from those expressed or implied. Important factors that could affect the company''s operations include domestic and international economic conditions in the industry, significant changes in political and economic environment in India, changes in government regulations, tax regimes, litigation, labour relation and other statutes.

CAPITAL STRUCTURE :

The authorized share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM :

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS :

In terms of provisions of the Companies Act, 2013 and the articles of association of the company Shri Rajiv Baid Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommended his re- appointment.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Smt. Tiyana Sacheti, Shri. Kamal Bordia and Shri Adarsh Singhania as independent Directors for the term given in the Notice of ensuing Annual General meeting. Details of the proposal for appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Act to the notice of Annual General Meeting.

A brief resume of expertise and details of other directorship of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

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

ii) Directors of the company selected such accounting policies and applied them consistently and made judgment 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 the Profit & Loss Account for the period under review;

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

iv) They have prepared the annual accounts on a "going concern basis".

AUDITORS :

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Letter from them that their re-appointment, if made, would be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment with the meaning of Section 141 of the said Act.

COMPLIANCE OFFICER :

CS Gajanand Gupta, Finance Controller and Company Secretary is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No: 0141-2363048/2363049 and e-mail ID is guptag@polycon.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

Your company is committed to providing consumers with high quality products. The technology that is being used by your company is eco-friendly that conserves the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process and focus is to stay aligned with the best and continuously increase efficiency. We proactively and continuously invest in developing technology which adds value to our business. Sustained delivery has ensured that your company''s products are trusted by consumers. During the year your company continued its focus on driving the quality culture and total productivity management across the factories.

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL CORPORATE GOVERNANCE :-

As required under clause 49 of Listing Agreement with the stock exchange, Corporate Governance Report is forms part of this report. Your company is in full compliance with the requirements and disclosure that have to be make in this regard. A certificate from the Statutory Auditors of the company confirming compliance of the corporate governance is appended to the report on corporate governance.

ACKNOWLEDGEMENT :-

The Board of Directors would like to thank Rajasthan Financial Corporation, Indian Overseas Bank and all Government authorities and Trade Associations for their continued support and also appreciate the contribution made by the employees at all levels for their hard work, dedication co-operation and support for the growth of the company.

Your Company continued to receive co-operation & unstinted support from the customers, vendors, investors and trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID Date : 30.05.2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

To, The Members,

The Directors have the pleasure of presenting the 22nd Annual Report of the company together with Audited Accounts and Cash Flow Statement for the financial year ended 31st March, 2013.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 3947.49 lacs against Rs. 3966.48 lacs in the previous financial year.

However, the net sales is nearly equal to the last year due to fire accident at Chopanki Bhiwadi Unit.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2013 are summarized below :

Amount Rs. In lacs

2012-2013 2011-2012

Net Sales Turnover 3947.49 3966.48

Gross Profit before Interest and Depreciation 323.76 344.35

Less : Interest 185.30 154.85

Depreciation 123.39 146.75

Profit/(Loss) for the year 15.07 42.75

Less : Provision for Taxation 6.30 12.50

Profit/(Loss) after Taxation 8.77 30.25

Add: Balance brought forward from Previous Year 73.25 43.00

Balance carried to the Balance Sheet 82.02 73.25

CORPORATE DEVELOPMENTS / GROWTH & EXPANSION:

All the units of the company are running well, but unfortunately, a massive fire has occurred in Bhiwadi unit on 11.02.2013, thereby causing heavy damage to the fixed assets of the company.

Now the building at Chopanki, Bhiwadi has been repaired and production will start soon.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND:

Payment of dividend for the year under review has not been recommended by the Board of Directors in view of the marginal profits.

CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM:

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS:

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri Rajiv Baid and Shri Vinod Sacheti, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommended their re-appointment.

Shri S.L. Daga, Independent Director of the Company has resigned from directorship of the company w.e.f 27.08.2012 due to his personal engagements.

Shri Sarabjit Singh, Independent Director of the company, has resigned from directorship of the company w.e.f. 25.03.2013 due to his personal engagements.

The Board places on record its sincere appreciation for the contributions made for the growth of the Company by Shri S.L Daga and Shri Sarabjit Singh as Directors.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

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

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgment 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 the Profit & Loss Account for the period under review.

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

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS :-

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

CS Gajanand Gupta, Finance Controller and Company Secretary, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/ 2363049 and e-mail ID is polycon@polycon.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A . CONSERVATION OF ENERGY :-

Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. Besides the measures already taken, efforts are continuing to examine and implement fresh proposal for further conservation of energy. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. Efforts are being made towards latest technology absorption, adoption and innovation which adds value to our business. The technology is being updated on a regular basis by keeping abreast of the latest developments in the field.

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE :-

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance brings on equilibrium between the expectations of the owners, employees, customers and all other stakeholders and it ensures the commitment of the Board in managing the Company in transparent manner.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holder''s trust.

ACKNOWLEDGEMENT :-

The Board of Directors wish to place on record their sincere appreciation for the continued support and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations and also to all the employees start working at different level for their dedication, hard work and invaluable contribution.

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board Place : Jaipur CA L.C. BAID

Date : 30.05.2013 CHAIRMAN & MANAGING

DIRECTOR


Mar 31, 2012

The Directors are delighted to present the 21st Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the financial year ended 31st March, 2012.

REVIEW OF OPERATIONS

Your company has effectively utilized its capacity and has recorded net sales of Rs. 3966.48 lacs against Rs. 3074.60 lacs in the previous financial year and registered an overall increase of 29%.

Sale of PET containers has increased by 33.58% in comparison to last year. Sale of Water Storage Tanks has also increased by 10.78% compared to last year. An increase of 53.42% in the sale of Profiles in comparison to previous year.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2012 are summarized below :

Amount Rs. In lacs

2011-2012 2010-2011

Net Sales Turnover 3966.48 3074.60

Gross Profit before Interest and Depreciation 344.35 322.07

Less : Interest 154.85 151.44

Depreciation 146.75 134.62

Profit(Loss) for the year 42.75 36.01

Less : Provision for Taxation 12.50 10.01

Profit/(Loss) after Taxation 30.25 26.00

Add: Balance brought forward from Previous Year 43.00 87.70

Less: Transfer pursuant to Scheme of Arrangement 0.00 89.99

Add: Prior period Item 0.00 19,29

Balance carried to the Balance Sheet 73.25 43.00

CORPORATE DEVELOPMENTS/GROWTH & EXPANSION :

All the units of the company are running very well. There were considerable significant developments during the year 2011-12. Considering the increasing demand of its products the Company is setting up a new unit at Rudrapur, Dist. U.S. Nagar in the state of Ultrakhan.

With the continuous research and development, understanding the customer needs and preferences for design and quality remained another focus area. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your company to achieve an unprecedented performance during the year under review. The improved performance of your company over the last few years is a testimony to the fact that the company is moving in the right direction and has adopted the right model of doing its business.

DIVIDEND:

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.

CAPITAL STRUCTURE

The authorized share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The IS1N No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic, form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS ;

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri Adarsh Singhania & Shri S. L. Daga, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommended their re-appointment.

At the meeting of the Board of Directors of your Company held on 21.06.2012, your Board felt it fit and proposed to re- appoint Shri Lai Chand Baid as Managing Director & Shri Rajiv Baid as Whole time Director designated as Executive Directors of the Company for a further period of 5 years w.e.f. 1st December, 2012 and 1st October, 2012 respectively.

Shri B.L. Baid, Non-executive Chairman and Shri Bharat Baid, Executive Director of the Company were resigned as Directors w.e.f. 14.06.2012 because of their personal engagements. Shri B.L. Baid was associated with the Company since incorporation and held Chairmanship of the Company. Shri Bharat Baid was associated with the Company since 1997 and held significant leadership positions including that of a Whole time Director of the Company.

The Board places on record its sincere appreciation for the valuable contributions made by Shri B.L. Baid and Shri Bharat Baid to the Company in providing advice and counsel with regard to the business strategies and investments which have significantly contributed to the Company's growth and stature during the tenure as director of the Company in its meeting held on 21st June, 2012.

Mr. Sarabjit Singh, who was appointed as Additional director would vacate the office at the forthcoming Annual General Meeting. A notice has been received from a member u/s 257 of the Companies Act, 1956 signifying his intention to propose the appointment as a Director of the Company has been received. The Board recommended his appointment.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

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

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgment 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 the Profit & Loss Account for the period under review.

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

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS:- ,

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

CS Gajanand Gupta, Finance Controller and Company Secretary, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/ 2363049 and e-mail ID is guptag@polycon.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Your company is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. Besides the measures already taken, efforts are continuing to examine and implement fresh proposal for further conservation of energy. Positive impact of measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. We proactively and continuously invest in developing technology which adds value to our business. The technology is being updated on a regular basis by keeping abreast of the latest developments in the field.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :- Foreign Exchange Earnings

Export Sale : Rs. NIL

OUTGO

Expenses on foreign travels : Rs. 3.20 lacs

Interest on WCFC Loan : Rs. 31.92 lacs Expenses on import on CIF basis for

- Capital Goods : Rs. NIL

- Raw Material : Rs. NIL

- Stores & Spares : Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance brings on equilibrium between the expectations of the owners, employees, customers and all other stakeholders and it ensures the commitment of the Board in managing the Company in transparent manner.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holder's trust.

ACKNOWLEDGEMENT

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations and also to all the employees start working at different level for their dedication, hard work and invaluable contribution.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in Endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur CA L.C. BAID

Date : 21.06.2012 CHAIRMAN & MANAGING

DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the year ended 31st March, 2010.

REVIEW OF OPERATIONS

During the year the company recorded net sales of Rs. 3549.59 lacs against Rs. 3421.36 lacs in the previous financial year and registered an overall increase of 3.75%.

Sale of PET Containers has increased by 6.99% in comparison to last year. Sale of water storage tanks has also increased by 6.91% compared to last year. The sale of PVC profiles has also increased by 16.99% in comparison to last year.

Financial Results:

The financial results for the year ended 31st March, 2010 are summarized below:

Amount Rs. In lacs

2009-2010 2008-2009

Gross Profit before Interest and Depreciation 440.30 409.65

Less: Interest 173.50 180.31

Depreciation 218.42 188.64

Profit/(lLoss) for the year 48.38 40.70 Less: Provision for Taxation 15.43 15.53

Profit/(Loss) after Taxation 32.95 25.17

Balance brought forward from Previous Year 54.75 29.58

Balance carried to the Balance Sheet 87.70 54.75

GROWTH & EXPANSION:

All the units of the company are running very well. The company continued to see considerable growth in existing and new areas of business.

DEMERGER:-

The Board of Directors of the Company have approved the scheme of Demerger in its Board Meeting held on 15 July, 2010. Accordingly, its Chennai Unit will be demerged in Vinayak Polycon International Ltd. (VPIL) on receipt of Approval from Honourable Rajasthan High Court at Jaipur. The process of demerger is going on smoothly and the same shall be completed in due course.

DIVIDEND -

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.

CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Pvt. Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company Shri B.L. Baid & Shri Bharat Baid, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Shri Vinod Sacheti, Shri Shanti Lai Daga and Shri Adarsh Singhania, who were appointed as additional director vacate the office at the forthcoming Annual General Meeting. Necessary notice from certain members under section 257 of the Companies Act, 1956 signifying their intention to propose their appointment as director of the company has been received. Shri K.K. Ghiya, Independent Director of the Company has resigned from directorship of the Company w.e.f. 22.04.2010 due to his pre-occupation.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1) (g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

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

ii) The Board of directors have selected and applied appropriate accounting policies consistently and made judgement 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 the Profit & Loss Account for the period under review.

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

iv) The annual accounts have been prepared on "going concern basis".

AUDITORS :-

M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

Mr. Gajanand Gupta, Secretary to the Company, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No.: 0141-2363048/2363049 and e- mail ID is petiar@bsnl.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Your company is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. These measures also result in cost reduction.

B. TECHNOLOGY ABSORPTION :-

As we know technology plays a vital role in any organization. Your company believes that only by using latest technology, the production and productivity can improve. The technology that is being used by your company is eco-friendly that conserve the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process. We proactively and continuously invest in developing technology which adds value to our business. The technology is being modernized and improved along with production itself without incurring additional cost or expenses on research.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :-

Foreign Exchange Earnings

Export Sale Rs. NIL

OUTGO

Expenses on foreign travels Rs. 1.30 lacs

Expenses on import on CIF basis for

- Capital Goods Rs. NIL

- Raw Material Rs. NIL

- Stores & Spares Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. Corporate Governance deals with compliances with various laws, provision, requirement etc. and aims at enhancing value for all the stakeholders.

The company believes in ethical business conduct, integrity and commitment to value which enhance and retain stake holders trust.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board

Place : Jaipur B.L. BAID

Date : 11.09.2010 CHAIRMAN


Mar 31, 2009

The Directors are pleased to present the 18th Annual Report on the business and operations of your company together with Audited Accounts and Cash Flow Statement for the year ended 31st March, 2009.

REVIEW OF OPERATIONS

During the year companys net sales was Rs. 3421.36 lacs compared to Rs. 2919.57 lacs in the last financial year and registered an overall increase of 17.18%.

Sale of PET Containers has increased by 21.19 % in comparison to last year. Sale of tanks has also increased by 1.43% in comparison to last year. The sale of PVC profiles is decreased in comparison to last year.

Financial Results :

The financial results for the year ended 31st March, 2009 are summarized below:

(Rs. in Lacs) (Rs. in Lacs)

2008-2009 2007-2008

Gross Profit before Interest and Depreciation 409.65 361.77

Less: Interest 180.31 170.43

Depreciation 188.64 160.30

Profit/(Loss) for the year 40.70 31.04

Less .Provision for Taxation 15,53 14,60

Profit/(Loss) after Taxation 25.17 16.44

Balance brought forward from Previous Year 29.58 13,14

Balance carried to the Balance Sheet 54.75 29.58

GROWTH & EXPANSION:

All the units of the company are running very well. The company continued to see considerable growth in existing and new areas of business.

DIVIDEND -

In view of marginal Profits, the Board of Directors does not recommend payment of dividend for the year under review.



CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 750 Lacs divided in 75 lacs Equity Shares of Rs. 10 each.

DEPOSITORY SYSTEM

The ISIN No. allotted to the Company is INE262C01014. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent Link In-time India Ltd., Delhi for both physical and demate segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP) with whom the Members/Investors have their depository account.

DIRECTORS

In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and the articles of association of the company, Shri Rajiv Baid and Shri L.P. Nahata, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommends their re-appointment. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1 )(g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of these directors is attached along with Notice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS :

Your Company has not accepted any Public Deposits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217 (2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review your Directors hereby confirm that :-

i) In the preparation of the annual accounts, the

applicable accounting standards have been followed and that there are no material departures.

ii) Appropriate accounting policies have been

selected and applied consistently and made judgement 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 the Profit & Loss Account for the period under review.

iii) Proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on

"going concern basis".

AUDITORS :-

M/s.A. Natani&Co., Chartered Accountants of the Company retire at the meeting and are eligible for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

COMPLIANCE OFFICER:

Mr. Gajanand Gupta, Secretary to the Company, is looking after all compliances under various laws and can be contacted for any investor related matter relating to the company. His contact No. : 0141-2363048/2363049 and e- mail ID is petiar(5)bsnl.in

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY :-

Continuous efforts to improve energy efficiency by close monitoring of operational parameters resulted in general improvement in energy consumption across businesses.

The manufacturing units of the Company are well planned and adequately equipped for ensuring optimum energy utilization. These measures also result in cost reduction.

B. TECHNOLOGY ABSORPTION :-

The unit has been installed with indigenous technology provided and developed by promoters. The unit is well equipped and self sufficient in the matter of manufacturing technology. The technology is being modernized and improved along with production itself without incurring additional expenses on research. The innovation intensity in the key businesses improved during the year.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :-

Foreign Exchange Earnings

Export Sale Rs. 47.76 lacs

OUTGO

Expenses on foreign travels: Rs. 1.70 lacs

Expenses on import on CIF basis for

- Capital Goods Rs. NIL

- Raw Material Rs. NIL

- Stores & Spares Rs. NIL

PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of Section 217(2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, regarding Employees : NIL

CORPORATE GOVERNANCE

POLYCON International Ltd. has always been committed to benchmark itself with global standard in all areas including appropriate standards for good Corporate Governance.

A separate section on corporate governance and a certificate from Auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms part of this annual report.

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from Rajasthan Financial Corporation, Indian Overseas Bank and various departments of State and Central Government and Trade Associations.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees, have enabled the Company to remain at fore-front of the Industry

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in endeavour to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other and consistent with consumer interests.

For and on behalf of the Board Place : Jaipur B.L. BAID

Date : 30.06.2009 CHAIRMAN



 
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