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Directors Report of Polyspin Exports Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

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

Year ended 31.03.2016 Financial Results Rs.

Year ended 31.03.2015 Rs.

Sales and other Income

136,46,99,037

144,30,59,650

Operating Profit (Profit before interest, Depreciation and Tax) Less : Interest

10,27,38,217

3,62,43,917

11,39,40,528

4,30,29,433

Profit before Depreciation and Tax Less : Depreciation

6,64,94,300

2,15,67,705

7,09,11,095

1,96,53,803

Profit before Tax

Surplus Brought forward from previous year Add : Provision for Tax 2009 - 10 (withdrawn)

4,49,26,595

23,40,423

5,12,57,292

28,97,727

1,14,873

4,72,67,018

5,42,69,892

Less: Provision for Taxation-Current Provision for Deferred Tax Provision for Taxation (earlier years) Provision for Dividend Tax (2014-15)

95.84.000

62.53.000

17,452

1,43,00,000

36,00,000

2,69,757

Profit available for appropriation

3,14,12,566

3,61,00,135

Your directors propose to appropriate the same as follows

Proposed Dividend @ 12% 48,00,000

Tax on Proposed Dividend 9,77,167 Transfer to General Reserve

2,30,00,000 Balance carried over to Balance Sheet

26,35,399

48,00,000

9,59,712

2,80,00,000

23,40,423

3,14,12,566

3,61,00,135

DIVIDEND

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

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

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

COMPANY PERFORMANCE

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

P RODUCTION AND SALES

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

Year ended 31.03.2016

Year ended 31.03.2015

1. Production

Quantity (Kas.)

Quantity (Kas.)

1) FIBC Bags & PP Woven Bags 62,20,520

59,81,687

2) PP Woven Fabrics

1,17,173

41,004

3) PP Yarn

12,13,348

9,07,742

4) Paper Bags

64,466

50,285

5) Cotton Yarn & Fabric

23,09,988

24,73,092

2. Sales

1) FIBC Bags & PP Woven Bags 63,32,535

59,72,835

2) PP Woven Fabrics

1,17,173

41,004

3) PP Yarn

12,13,348

9,07,742

4) Paper Bags

57,197

51,425

5) Cotton Yarn & Fabric

23,34,830

24,49,668

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

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

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

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

BOARD OF DIRECTORS

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

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

Policy of Directors Appointment and remuneration: -

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

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

BOARD EVALUATION

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

MEETINGS

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

ORDERS PASSED BY REGULATORS

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

INTERNAL FINANCIAL CONTROLS

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

INTERNAL AUDIT :

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

REPORTON CORPORATE GOVERNANCE:

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

AUDITORS :

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

COST AUDITORS:

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

SECRETARIAL AUDITOR

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

WOMEN AT WORK PLACE

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

RISK MANAGEMENT POLICY

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

PERSONNEL

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

RELATED PARTY TRANSACTIONS:

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

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

HUMAN RESOURCES

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

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

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

CODE OF CONDUCT

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

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

INSIDER TRADING

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place : Rajapalayam s.V RAVI R.RAMJI

Date : 29.07.2016 Director Managing Director


Mar 31, 2015

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND

FUTURE PROSPECTS:

COMPANY PERFORMANCE

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

PRODUCTION AND SALES

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

Year ended Year ended 31.03.2015 31.03.2014

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

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

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

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

4) Paper Bags 50,285 84,587

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

2. Sales

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

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

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

4) Paper Bags 51,425 83,147

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

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

Policy of Directors Appointment and remuneration:- In

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

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

BOARD EVALUATION

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

MEETINGS

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

LISTING

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

DEPOSITS

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

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

ORDERS PASSED BY REGULATORS

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

INTERNAL FINANCIAL CONTROLS

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

REPORT ON CORPORATE GOVERNANCE:

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

AUDITORS:

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

COST AUDITORS:

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

SECRETARIAL AUDITOR

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

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

WOMEN AT WORK PLACE

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY

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

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

RISK MANAGEMENT POLICY

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

PERSONNEL

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

RELATED PARTY TRANSACTIONS:

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

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

HUMAN RESOURCES

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

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

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

CODE OF CONDUCT

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

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

INSIDER TRADING

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam S.V.RAVI R.RAMJI

Date : 30.07.2015 Director Managing Director


Mar 31, 2014

To the Members,

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

Financial Results

Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

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

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

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

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

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

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

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

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

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

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

4) Paper Bags 84,587 34,696

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

2. Sales

1) FIBC Bags &

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

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

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

4) Paper Bags 83,147 34,696

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

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

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

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

LISTING:

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

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

DIRECTORS:

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

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

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

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

DEPOSITS:

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

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

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE:

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

PARTICULARS OF EMPLOYEES:

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

RESPONSIBILITY STATEMENT:

The Directors confirm:

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

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

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

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

AUDITORS:

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

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

COST AUDITORS:

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

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

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

ACKNOWLEDGEMENT:

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

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

On Behalf of the Board, For POLYSPIN EXPORTS LIMITED,

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


Mar 31, 2013

To the Members,

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

Financial Results

Year ended Year ended 31.03.2013 31.03.2012 Rs. Rs.

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

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

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

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

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

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

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

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

4) Paper Bags 34,696 -

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

2. Sales

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

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

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

4) Paper Bags 34,696 -

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

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

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

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

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

SUBSIDIARIES

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

DIRECTORS

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

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

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

DEPOSITS

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

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

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

PARTICULARS OF EMPLOYEES

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

RESPONSIBILITY STATEMENT

The Directors confirm :

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

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

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

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

AUDITORS

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

COST AUDITORS

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

REPORT ON CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENT

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

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

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

Place : Rajapalayam S.V. RAVI R.RAMJI

Date : 29.07.2013 Director Managing Director


Mar 31, 2012

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

Financial Results

Year ended Year ended 31.03.2012 31.03.2011 Rs. Rs.

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

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

LESS Interest H 2,10,58,821 1.65.60.552

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

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

Year ended Year ended 31.03.2012 31.03.2011

Quantity (Kgs.) Quantity (Kgs.)

1. Production

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

2) PP Woven Fabrics 7,861 14,008

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

4) Cotton Yarn 2,940 -—

2. Sales

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

2) PP Woven Fabrics 2,138 7,623

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

4) Cotton Yarn 1,380 —-

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

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

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

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

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

SUBSIDIARIES :

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS :

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

DIRECTORS

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

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

DEPOSITS

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

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

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

ENERGY CONSERVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

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

RESPONSIBILITY STATEMENT The Directors confirm :

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

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

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

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

AUDITORS

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

COSTAUDITORS

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

REPORT ON CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENT

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

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

On Behalf ofthe Board,

For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam R.RAMJI A.RAMMOHAN RAJA

Date : 30.07.2012 Joint Managing Director Managing Director


Mar 31, 2011

To the Members,

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

Financial Results

Year ended Year ended

31.03.2011 31.03.2010

Rs. Rs.

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

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

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

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

Year ended Year ended

31.03.2010 31.03.2011

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

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

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

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

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

EXPANSION

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

OVERSEAS OPERATIONS - POLYSPIN USA INC., USA.

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

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

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

DIVERSIFICATION

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

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

SUBSIDIARIES

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS :

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

DEPOSITS

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

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

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

ENERGY CONSERVATION

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

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

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

RESPONSIBILITY STATEMENT

The Directors confirm :

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

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

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

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

AUDITORS

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

REPORT ON CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENT

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

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

On Behalf of the Board, For POLYSPIN EXPORTS LIMITED,

Place: Rajapalayam R.RAMJI A.RAMMOHAN RAJA

Date : 29.07.2011 Joint Managing Director Managing Director


Mar 31, 2010

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

Financial Results

Year ended Year ended

31.03.2010 31.03.2009

Rs. Rs.

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

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

(Profit before interest, Depreciation

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

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

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

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

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

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

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

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

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

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

Your directors propose to appropriate the same as follows

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

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

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

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS

PRODUCTION AND SALES

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

Year ended Year ended

31.03.2009 31.03.2010

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

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

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

EXPANSION

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

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

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

AWARDS

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

SUBSIDIARIES

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

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

DEPOSITS

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

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTIONI FOREIGN EXCHANGE

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

ENERGY CONSERVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

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

RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

DIRECTORS

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

AUDITORS

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

REPORT ON CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENT

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

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

On Behalf of the Board,

For POLYSPIN EXPORTS LIMITED,

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


Mar 31, 2000

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

WORKING RESULTS :

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

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

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

Rs.

Prior year Adjustment 4,91,820

Provision for Taxation 2,50,000

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

Balance Sheet 28,21,397

65,63,217

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

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

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

CURRENT YEAR PROSPECTS :

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

DIVIDEND

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

DEPOSITS :

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

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

ENERGY CONSERVATION :

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

TECHNOLOGY ABSORPTION :

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

PARTICULARS OF EMPLOYEES :

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

DIRECTORS :

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

AUDITORS REPORT :

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

AUDITORS :

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

AKNOWLEDGEMENT :

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

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

On Behalf of the Board For POLYSPIN EXPORTS LIMITED,

Place Rajapalayam A. RAMMOHAN RAJA

Date : 26.07.2000. MANAGING DIRECTOR.

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