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Directors Report of Premier Polyfilm Ltd.

Mar 31, 2018

TO THE MEMBERS

The Directors present the Twenty Sixth Annual Report together with Audited Accounts for the year ended on 31st March, 2018.

(Rs. In Lakhs)

Particulars		For the year ended 31st March, 2018		For the year ended 31st March, 2017
Sales & Other Income		14,501		11,524
Operating profit before providing for		1,284		1,036
interest & Depreciation
Less:
Interest	272		252
Depreciation	295	567	219	471
Net Profit before taxation		717		565
Less:
Tax Expenses		255		212
Net Profit after tax		462		353
Changes in fair value of FVTOCI Equity Securities		(14)		(6)
Re-measurements of post employment benefits		23		23
obligations
Basic and diluted earning per share		2.24		1.72
Face value per equity Share		5.00		5.00
		471		370

COMPANYâS PERFORMANCE, STATE OF AFFAIRS OF THE COMPANY AND FUTURE PROSPECTS

During the period under review your company produced 19380 M.T. of PVC flooring, Sheetings, Films etc. as against 15,829 M.T produced during the previous year, achieving a capacity utilization of 93.62 % as compared to around 76.47 % in the previous year. The Company achieved higher capacity utilization with the installation and utilization of new Plant & Machinery. Sales and Income during the year under review was Rs.14,501 Lakhs against Rs.11,524 Lakhs. Profit before tax during 2017-2018 was Rs. 717 Lakhs against Rs.565 Lakhs during the year 2016-2017. However, net profit of the company after tax was for Rs. 462 Lakhs against Rs.353 Lakhs during last year. Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint. M/s Kotak Mahindra Bank Limited sanctioned and disbursed Working Capital facilities and Term Loan. Despite facing tough competition from imported finished goods and excess capacity in domestic market. Your Company was able to increase turnover. Barring unforeseen circumstances, the unit will start generating additional profits for the company in the current financial year.

DETAILS OF DIVIDEND DECLARED

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval payment of dividend @ 0.50 per equity share of Rs.5/- each for the year ended on 31st March,2018.

RESERVES

During the year under review, the Board has transferred an amount of Rs.3,00,00,000 (Rupees Three Hundred Lakhs only) to General Reserves.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide IS No. 3462:1986.

POLICY ON DIRECTORS¹ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed in the Corporate Governance Report which forms part of the Directorsâ Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act,2013 the extract of Annual Return is given in Annexure âIâ in the prescribed Form MGT-9 which forms part of this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors state:-

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

(II) That your Directors have 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 of the profit or loss of the company for that period ;

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities;

(IV) That your Directors have prepared the annual accounts on a going concern basis ;

(V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

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

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Policy was adopted by the company for the financial year 2015-2016. The Corporate Social Responsibility Committee (CSR) of the board was constituted by the Board in their Meeting held on 12-09-2016 under the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as net profit of the Company for the financial year 2015-2016 had exceeded Rs. 5 Crores as defined in the definition of the Net profit for the purpose of calculation of net profit under the provisions of Corporate Social Responsibility Rules and under the Companies Act, 2013. For the Financial year 2017-2018 a sum of Rs. Rs.10,33,439/- (Rupees Ten Lakhs Thirty Three Thousand Four Hundred Ninety Nine only) was allocated for CSR activity. This amount was spent through Shree Magniram Baijnath Goenka Charitable Trust partly to meet the proposed expenditure by Shree Magniram Baijnath Goenka Charitable Trust for their hospital i.e. Gomati Goenka Matri Sadan for Construction of additional Ward for Patients. Cumulative expenditure up to the reporting period is Rs.19,02,932/- (Rupees Nineteen Lakhs Two Thousand Nine Hundred Thirty Two only). A report on CSR attached as Annexure âXIâ to the Directors Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditorâs Report for the Financial year 2017-2018 does not have any details of qualifications.

PARTICULARS OF EMPLOYEES

The informations as required under Section 197 of the Companies Act,2 013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are attached given below :

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.

Non Executive Director	Ratio to median remuneration
Shri Kamlesh Kumar Sinha	-
Shri Jaspal Singh Marwah	-
Shri Manoj Kumar Gupta	-
Smt. Rashmee Sinbghania	-

Executive Director	Ratio to median remuneration
Shri Amar Nath Goenka	15.90
Shri Amitaabh Goenka	17.23
Shri Sumat Parsad Jain	7.41

(b) The percentage increase in remuneration of each director, Chief Executive Office & Company Secretary in the financial year :

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Shri Kamlesh Kumar Sinha	-
Shri Jaspal Singh Marwah	-
Shri Manoj Kumar Gupta	-
Smt. Rashmee Sinbghania	-
Shri Amar Nath Goenka, Managing Director	59
Shri Amitaabh Goenka, Executive Director	65
Shri Sumat Parsad Jain, Executive Director	-
Shri N K Bhandari, Company Secretary	15.16

(d) The number of permanent employees on the roll of company : 245

(e) The explanation on the relationship between average increase in remuneration and company performance :

On an average, employees received an annual increase of 10%. The individual increments varied from 0.00 % to 65 % based on individual performance.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the company :

Aggregate remuneration of Key Managerial personnel (KMP) in financial year 2017-2018 (Figures in Rupees in Lakhs)	106.31
Revenue (Figures in Rupees in Lakhs)	14501.27
Remuneration of KMPs (as % of revenue)	0.73
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	716.80
Remuneration of KMPs (as % of PBT)	14.83

(g) Variation in the market capitalization of the Company, price earnings ration as at the closing date of the current financial year and previous financial year.

Particulars	March 31, 2018	March 31, 2017	% change
Market Capitalization (Rupees in lakhs)	10788	7311	16.32
Price Earnings Ratio	2.24	1.72	0.52

(h) Percentage increase or decease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer :

Particulars	March 31, 2018	1995* (Right cum Public Issue)	% change
Market Price (BSE)	51.50	14.25	261.51%
Market Price (NSE)	50.10	12.50	300.81%

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Honâble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-. These rates were taken at half the price due to change in face value.

(i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration :

The average annual increase was around 10%. However, during the year, the total average increase in managerial and key personnel was 34.79% which is considered to be reasonable.

(J) Comparison of remuneration of each key managerial personnels against the performance of the company :

	Shri Amar Nath Goenka, Managing Director and CFO	Shri Amitaabh Goenka, Executive Director	Shri Sumat Parsad Jain, Executive Director	Shri N K Bhandari, Company Secretary
Remuneration in FY 2018 ( Rs. In Lakhs)	36.57	39.62	17.04	13.07
Revenue ( Rs. In Lakhs)	14501.27	14501.27	14501.27	14501.27
Remuneration as % of revenue	0.25	0.27	0.12	0.09
Profit before tax ( Rs. In Lakhs)	716.81	716.81	716.81	716.81
Remuneration ( as % of PBT)	5.10	5.52	2.38	1.82

(k) key parameters for any variable component of remuneration availed by the directors :

There is no variable components involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company. The salary of Shri Amar Nath Goenka, Managing Director of the company, was revised by the company upon his reappointment as Managing Director of the Company with effect from 18-02-2018 and salary of Shri Amitaabh Goenka, Executive Director of the Company, was revised with effect from 01-10-2017.

(l) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

(m) Affirmation that the remuneration is as par the remuneration policy of the company :

The company affirms remuneration is as per the remuneration policy of the company.

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure âIIâ.

AUDITORS

Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were appointed as Statutory Auditors of the Company by the shareholders at the 25th Annual General Meeting held on 27.09.2017 to hold office of Statutory Auditors of the Company upto the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2022 subject to ratification as every Annual General Meeting. A resolution for the appointment of Statutory Auditor forms the part of Notice convening the ensuing Annual General Meeting.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2017-2018 by the Board of Directors of the Company in their Meeting held on 29.05.2017. The Secretarial Audit Report for the FY 2017-18 forms part of the Annual Report is attached as Annexure âIIIâ to the Directorsâ Report.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor directly reports to the Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is to maintain cost accounting records in Form CRA 1 and certify them for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31st March 2018 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

M/s Cheena & Associates was appointed as the âCost Accountantâ of the Company by the shareholders of the Company in 25th Annual General Meeting held on 27.09.2017 to maintain cost accounting records in âForm CRA 1â and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2018 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 29th May, 2018, have appointed M/s Cheena & Associates, Cost Accountants to maintain cost accounting records in âForm CRA 1â and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2019 at a remuneration of Rs. 40,000/- (Rupee Forty Thousand Only) plus GST and out of pocket expenses. A resolution for the appointment of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to Note 2.33 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure â IVâ in Form No. AOC-2 and form integral part of the Directorsâ Report. DIRECTORS Shri Sumat Parsad Jain

Shri Sumat Parsad Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appintment. Shri Sumat Parsad Jain was appointed as Director of the company under the category of â Executive Director". It is also proposed to re-appoint Shri Sumat Parsad Jain as Executive Director for a term of twelve (12) months. Shri Sumat Parsad Jain has been continuing as Executive Director of the Company since 26th June,2004 and his last reappointment as Executive Director was approved by the Shareholders in the Twenty Third Annual General Meeting of the company held on 21st September, 2015 for a period of three (3) years under Schedule V of the Companies Act, 2013 with effect from 1st April, 2016 till 31st March, 2019 at a remuneration of Rs.81,000/- (Rupees Eighty One Thousand only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act,2013. The present term of Shri Sumat Parsad Jain expires on 31/03/2019 and the next Annual General Meeting of the company would be held on or before 30th September,2019 i.e. in any case after the expiry of his present tenure on 31/03/2019. It is,therefore, proposed to reappoint Shri Sumat Parsad Jain as Executive Director in the ensuing Annual General Meeting for a further period of twelve (12) months with effect from 01/04/2019 under Schedule V to the Companies Act,2013 at the revised remuneration plus perquisites as given in the Notice for the ensuing Annual General Meeting.

As per provisions of the Companies Act,2013 any appointment or reappointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act,2013 upto a period not exceeding three years without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving reappointment of Shri Sumat Parsad Jain as Executive Director for a term of twelve (12) months on the Terms and Conditions as specified in the Notice of the Twenty Sixth Annual General Meeting under Schedule V of the Companies Act, 2013. The Board of Directors of the company have approved reappointment of Shri Sumat Parsad Jain as Executive Director for twelve (12) months i.e. upto 31/03/2020 in their Meeting held on 29/05/2018 on the recommendations of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Shri Sumat Parsad Jain is not a Director in any other company. However, he is member of the Share Transfer Committee, Audit Committee, Stakeholders Relationship Committee, Assets Sales Committee, Share Allotment Committee and Corporate Social Responsibility Committee. Shri Sumat Parsad Jain holds NIL Equity Shares of the Company.

The disclosure under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 is provided at Annexure âVâ of the Notice of the ensuing Annual General Meeting.

Shri Sumat Parsad Jain is 72 years old and holds a University Degree. He has more than 50 years of experience as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Twenty Sixth Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

In terms of the good Corporate Governance guidelines of the Company, the Board of Directors of the Company at their meeting held on 29th May, 2018 recommended the proposal for the reappointment at revised/enhanced payment of remuneration and perks to Shri Shri Sumat Parsad Jain, Executive Director of the Company on the recommendations of the Nomination and Remuneration Committee.

Shri Shri Sumat Parsad Jain has given declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director. In the opinion of the Board Shri Sumat Parsad Jain is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as an Executive Directors of the company would be beneficial to the Company.

Shri Kamlesh Kumar Sinha

Shri Kamlesh Kumar was appointed as Non executive Independent Director of the Company by the Board of Directors of the Company in their Meeting held on 27-05-2014 upto 31st March,2019. His appointment was approved by the Shareholders of the Company in the Twenty Second Annual General Meeting held on 27th September,2014. Shri Kmalesh Kumar Sinha has been continuing as Non Executive Independent Director of the Company till date. The Securities And Exchange Board of India (SEBI) vide its notification dated 09th May,2018 has made it mandatory to the passing of Special Resolution for the continuation of directorship of any person as a non executive director who has attained the age of seventy five years unless a special resolution is passed by the Shareholders of the Company to that effect. Shri Kamlesh Kumar Sinha would be attaining the age of 75 years on 11th November,2018. and hence your Boards recommends passing of the special resolution as given in the Notice for Twenty Sixth Annual General Meeting.

Shri Kamlesh Kumar Sinha holds. a Post Graduate with Degree in Law and has done certificate course in Business Management. He has experience of around 52 years in commercial affairs with specialization in marketing. He is also director on the Board of M/s Premier Irrigation Exports Limited and M/s Premierworld Technologies Limited. Shri Kamlesh Kumar Sinha is also member of Assets sales Committee and Nomination & Remuneration Committee of directors of the company

Shri Kamlesh Kumar Sinha is a fit and proper person to be continued to be Non Executive independent Director of the Company and he is independent of the Management.

DECLARATION BY THE INDEPENDENT DIRECTORS

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

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure âVIâ and forming part of Directorsâ Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure âVIIâ and Annexure âVIIIâ respectively and form part of Directorsâ Report to the Members.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act,2013. In line with the requirement, the Company has set up Internal Complaint Committee (ICC) to redress the complaints regarding sexual harassment from all employees. All employees of the company (permanent, contractual, adhoc, trainee, temporary) are covered under this policy. The ICC consists of women employees as well as Male Employees of the Company.

During the year ended 31st March, 2018, no complaint(s) of Sexual Harassment has been received by the Company

RISK MANAGEMENT

The company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for insuring the orderly and efficient conduct of its business including adherence to the companyâs policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting record, and timely preparation of liable financial disclosures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year to which this financial statements relate and the date of this Report.

FORMAL ANNUAL EVALUATION

The Board of directors had carried out an annual evaluation of its own performance, Board Committees and individual directors as required under the Companies Act, 2013. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition, structure, Board processes and their effectiveness, information given to the Board etc. The performance of the Board committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as Committee composition, structure, effectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported for the period under review.

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is also CEO and CFO of the Company and has certified to the Board with respect to the financial statements, Internal Controls, Code of Conduct and other matters as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. In terms of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,, a certificate with regard to compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March, 2018 has been included in the Annual Report and is attached as Annexure âIXâ forming part of the Directorâs Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate annexure on Management Discussions and Analysis Report is attached as Annexure âXâ forming part of the Directorâs Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has compiled with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual Report, Notice etc. electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever applicable, In case, any shareholder would like to receive physical copies of these documents the same shall be forwarded upon receipt of written request.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION OR COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

Place : New Delhi By order of the Board By order of the Board

Date : 29/05/2018 For PREMIER POLYFILM LTD. For PREMIER POLYFILM LTD.

Regd. Office: Sd/- Sd/-

305, III Floor,âElite Houseâ, 36, Amar Nath Goenka Jaspal Singh Marwah

Community Centre, Kailash Colony Managing Director Director

Extension, (Zamroodpur), DIN: 00061051 DIN: 00069325

New Delhi-110048 Address : âVrindavan Farmâ, Address : âSpring Houseâ,

CIN : L25209DL1992PLC049590 No. 1, Green Avenue, No. 3, Green Avenue,

Behind Sector D-3, Vasant Kunj, Behind Sector D-3, Vasant Kunj,

Kishangarh, New Delhi 110070 Kishangarh, New Delhi 110070

Mar 31, 2016

The Directors present the Twenty Fourth Annual Report together with Audited Accounts for the year ended on 31st March, 2016.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars		For the year ended 31st March, 2016		For the year ended 31st March, 2015
Sales & Other Income		10,577		9,289
Operating profit before providing for		1026		644
interest & Depreciation
Less :
Interest	196		82
Depreciation	267	463	149	231
Net Profit before taxation		563		413
Less :
Tax Expenses
Current tax & Deferred Tax		187		140
Net Profit after tax		376		273
Basic and diluted earning per share		1.79		1.30
Face value per equity Share		5.00		5.00

COMPANYâS PERFORMANCE

During the period under review commercial production of new plant commenced and hence installed capacity was enhanced from existing 16,200 M.T. PA to 20,700 M.T. PA. During the period under review your company produced 13,903 M.T. of PVC Flooring, Sheeting, Film, Soft Touch Cushion Type Artificial PVC Leather Cloth, Knitted Fabric etc. as against 12,503 M.T. produced during the previous year, achieving a capacity utilization of 67.16 % as compared to around 77.18% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession could not achieve the same. Sales and Other Income during the year under review was Rs.10,577 Lacs against Rs.9,289 Lacs. Profit before tax during 2015-2016 was Rs. 563 Lacs against Rs.413 Lacs during the year 2014-2015. However, net profit of the company after tax was for Rs.376 Lacs against Rs.273 Lacs during last year.

DIVIDEND

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval dividend @ 0.50 per equity share for the year ended on 31st March,2016.

RESERVES

During the year under review, the Board has transferred an amount of Rs.2,00,00,000 (Rupees Two Crores only) to General Reserves.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbaked Flexible PVC Flooring, Sheets or Rolls and Tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

As intimated in the Last Directorsâ Report the new project of the company to manufacture Soft Touch Cushion type of Artificial PVC Leather cloth, PVC Sheetingâs and Films, Knitted Fabric etc has commenced commercial production during the year under preview. The initial teething problems have been solved. The products of the company are well received in the market. The feedback from the dealers and consumers is very encouraging and they have appreciated the quality of the product. Enquiries were also received from the overseas buyers. M/s Kotak Mahindra Bank Limited sanctioned and disbursed Working Capital facilities and Term Loan. Despite facing tough competition from imported finished goods and excess capacity in domestic market. Your company was able to increase its turnover and generate higher profits during the period under review. Barring unforeseen circumstances, the unit will start generating additional profits for the company in the current financial year in near future.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act,2013 the extract of Annual Return is given in Annexure âIâ in the prescribed Form MGT-9 which forms part of this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors state:-

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

(IV) That your Directors have prepared the annual accounts on a going concern basis ;

(V) That the Directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(VI) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

As Net profit of the Company for the financial year 2015-2016 has been reported more than Rs. 5 Crores for the purpose of applicability of the Corporate Social Responsibility Policy as defined under the provisions of the Companies Act, 2013. The Corporate Social Responsibility Policy (CSR) has become applicable on your Company. The Company will comply with the provisions and conditions of CSR as per provisions of Section 135(1) of the Companies Act, 2013 and Rules made there under during the year 2016-2017.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The informationâs as required under Section 197 of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are given below :

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Non Executive Director	Ratio to median remuneration
Shri Kamlesh Kumar Sinha	-
Shri Jaspal Singh Marwah	-
Shri Manoj Kumar Gupta	-
Smt. Rashmee Sinbghania	-

Executive Director	Ratio to median remuneration
Shri Amar Nath Goenka	12.52
Shri Amitaabh Goenka	8.02
Shri S P Jain	7.64

(b) The percentage increase in remuneration of each Director, Chief Executive Office, Chief Financial Officer & Company Secretary in the financial year :

Director, Chief Executive Officer,	% increase in remuneration in the financial year
Chief Financial Officer and Company Secretary
Shri Kamlesh Kumar Sinha	-
Shri Jaspal Singh Marwah	-
Shri Manoj Kumar Gupta	-
Smt. Rashmee Sinbghania	-
Shri Amar Nath Goenka, Managing Director	Nil
Shri Amitaabh Goenka, Executive Director	25.68
Shri S P Jain, Executive Director	11.60
Shri N K Bhandari, Company Secretary	16.68

(c) The percentage increase in the median remuneration of employees in the financial year : 23.12%

(d) The number of permanent employees on the roll of company : 225

(e) The explanation on the relationship between average increase in remuneration and company performance :

On an average, employees received an annual increase of 10.32%. The individual increments varied from 0.00 % to 59.11% based on individual performance.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the company :

Aggregate remuneration of Key Managerial personnel (KMP) in Financial year 2015-2016 (Figures in Rupees in Lacs)	63.65
Revenue (Figures in Rupees in Lacs)	9720.11
Remuneration of KMPs (as % of revenue)	0.65
Profit before Tax (PBT) (Figures in Rupees in Lacs)	563.50
Remuneration of KMPs (as % of PBT)	11.29

(g) Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars	March 31, 2016	March 31, 2015	% change
Market Capitalization ( Rupees in lacs)	6285	3270	92.20
Price Earnings Ration	1.79	1.30	37.69

(h) Percentage increase or decease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer :

Particulars	March 31, 2016	*1995 (Right cum Public Issue)**	% change
Market Price (BSE)	30	14.25	110.52
Market Price (NSE)	30	12.50	140.00

The average annual increase was around 10.32% . However, during the year, the total average increase in managerial and key personnel was 12.50% which is considered to be reasonable.

(j) Comparison of remuneration of each key managerial personnels against the performance of the company :

	Shri Amar Nath Goenka, Managing Director and CFO	Shri Amitaabh Goenka, Executive Director	Shri S P Jain, Executive Director	Shri N K Bhandari, Company Secretary
Remuneration in FY 2016 ( Rs. In Lacs)	24.02	15.38	14.65	9.59
Revenue ( Rs. In Lacs)	9,720.11	9,720.11	9,720.11	9,720.11
Remuneration as % of revenue	0.25	0.16	0.15	0.10
Profit before tax ( Rs. In Lacs)	563.49	563.49	563.49	563.49
Remuneration ( as % of PBT)	4.26	2.73	2.60	1.70

(k) Key parameters for any variable component of remuneration availed by the directors:

There is no variable components involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company. The increase in salary was in the case of Shri S P Jain and Shri Amitaabh Goenka salaries of whom revised by the company in the shape of annual increment in line with the other senior officers of the company on the recommendation of Nomination and Remuneration Committee.

(l) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

(m) Affirmation that the remuneration is as per the remuneration policy of the company:

The company affirms remuneration is as per the remuneration policy of the company.

(n) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as none of the employee of the company is covered under the provisions of the act and rules made there under.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Company since the last four years in line with ââGreen Initiativeâ circular issued by Ministry of Corporate Affairs (MCA) effected electronic delivery of the Notice of Annual General Meeting and Annual Reports previously to those shareholder whose email ids were registered with respective depositories Participants and downloaded from the depositories viz. National Securities and Depositories Limited (NSDL) / Central Depository Services (India) Ltd. (CDSL). SEBI have also in line with MCA circular permitting listed entities to supply soft copies of full annual reports to all those shareholder who have registered their email addresses for the purpose. Your directors are thankful to the shareholder for actively participating in the green initiative and seek your continued support for implementation of the green initiative. The officers of the company are continuously complying with the green initiative and printing of only those documents are taken which are considered necessary.

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

AUDITORS Statutory Auditor

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment till the conclusion of Annual General Meeting to be held in the year 2017.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2015-2016. The Secretarial Audit Report for the FY 2015-16 forms part of the Annual Report is attached as Annexure âIIIâ to the Directorsâ Report.

Internal Auditor

Cost Accountant

M/s Cheena & Associates was appointed as the âCost Accountantâ of the Company to maintain cost accounting records in âForm CRA 1â and certify them for Product(s)/Services Covered under Cost Records Rules 2014 for the year ending 31st March 2016 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013. Your Directors draw attention of the members to Note 2.34 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure â IVâ in Form No. AOC-2 and form integral part of the Directorsâ Report.

DIRECTORS Shri S P Jain

Shri S. P. Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Shri S P Jain was appointed as Director of the company under the category of Executive. Shri S P Jain is 71 years of age and holds university Degree. Shri Jain has over 48 years of experience as Executive. Shri S P Jain is member of Audit Committee, Stakeholders Relationship Committee, Assets Sales Committee and Share Transfer Committee of the company. The shareholding of Shri. S P Jain in the company is Nil.

Shri S P Jain has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies does not exceed the prescribed number of companies in which a person can be appointed as a director.

In the opinion of the Board Shri S P Jain is a person of integrity and possesses relevant expertise and experience to hold office of the Director of the Company.

Shri Amitaabh Goenka

Shri Amitaabh Goenka is son of Shri Amar Nath Goenka, Managing Director of the company. He is 45 years old and holds Degree in Commerce. He has more than 23 years of experience in trade & industry. He is also director on the Board of M/s Joemillar Aquatek India (P) Limited,M/s D L Millar & Company Limited, M/s Kay Ess Polymers Limited, proprietor of M/s 1000 Plus Inc. and partner in M/s G. B. & Company. Shri Amitaabh Goenka holds 2451575 Equity Shares comprising of 11.70 % of total shareholding of the company.

Shri Amitaabh Goenka has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies does not exceed the prescribed number of companies in which a person can be appointed as a director.

The Nomination and Remuneration Committee has recommended reappointment of Shri Amitaabh Goenka as Executive Director for a period of three years on the revised/enhanced basic salary and perquisites effective from 01-11-2016 as given in the Notice for the Twenty Fourth Annual General Meeting.

In the opinion of the Board, Shri Amitaabh Goenka is a person of integrity and possesses relevant expertise and experience to hold office of an Director of the Company and hence the Board of Directors recommends the adoption of the resolution as an Ordinary Resolution at Item Number 5 of the Notice.

No Directors , Key Managerial Personnel and their relatives are in any way concerned in the resolution number 5 of the Notice except Shri Amitaabh Goenka himself and Shri Amar Nath Goenka, being father of Shri Amitaabh Goenka.

Notes on Directorâs seeking appointment/re-appointment are given in Annexure âVâ and are forming part of the Directorsâ Report to the Members.

DECLARATION BY THE INDEPENDENT DIRECTORS

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure âVIâ and forming part of Directorsâ Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure âVIIâ and Annexure âVIIIâ respectively and form part of Directorsâ Report to the Members.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

COMPLAINTS OF SEXUAL HARASSMENT

Number of complaints received during the year	NIL
Number of complaints disposed off	Not Applicable
Number of complaints pending at the end of the year	Not Applicable

RISK MANAGEMENT

The company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the company

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is also CEO and CFO of the Company and has certified to the Board with respect to the financial statements, internal controls and other matters as required under The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate with regard to compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March, 2016 has been included in the Annual Report and is attached as Annexure âIXâ forming part of the Directorâs Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate annexure on Management Discussions and Analysis Report is attached as Annexure âXâ forming part of the Directorâs Report.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION OR COURTS OR TRIBUNALS

No significant and material order was passed by any Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 21/07/2016 CHAIRMAN

Mar 31, 2014

Dear members,

The Directors present the Twenty Second Annual Report together with Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2014 31st March, 2013

Sales & Other Income 9,024 7,994

Operating profit before 578 613 providing for Interest & Depreciation

Less :

Interest 96 112

Depreciation 154 250 179 291

Net Profit before taxation 328 322

Less :

Tax Expenses

Current tax 141 66

(-) Mat Credit Entitlement 67 74 -- 66

Deffered tax (39) 66

Net Profit after tax 293 190

Basic and diluted earning per share 1.40 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,478 M.T. of PVC flooring, Sheetings, Films etc. as against 12,034 M.T. produced during the previous year, achieving a capacity utilization of 77.02 % as compared to around 74.28% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint. Kotak Mahindra Bank Limited has also sanctioned and disbursed enhanced Working Capital Facilities and Term Loan to the company. There is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

NEW PROJECT

The Company plans to establish another factory at its industrial plot at Sikandrabad Industrial Area, Sikandrabad, District Bulandshahr (UP) to manufacture 4500 M.T. per annum of Soft Touch Cushion type of Artificial PVC Leather cloth, PVC Sheetings and Films, Knitted Fabric etc. at this unit annually. The cost of the project is estimated at Rs. 1,550 Lacs which will be met by Unsecured Loan from promoters and internal accruals amounting to Rs. 700 Lacs and balance amounting to Rs.850 Lacs from a Term Loan from Bank(s) . This unit will generate additional profits for the company.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend for the year 2013-14.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have 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 of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure ''I''

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

M/s Cheena & Associates , Cost Accountants, were appointed as Cost Auditor of the company for the financial year 2013-2014.

DIRECTORS

All the three independent Directors of the Company i.e. Shri Jaspal Singh Marwah, Shri Manoj Kumar Gupta and Shri Kamlesh Kumar Sinha, are being appointed/reappointed for a fixed term/tenure of five years to hold office of independent director upto 31-03-2019.

Shri Amitabh Goenka, Director of your Company, is being made from non rotational to director liable to retire by rotation so as to comply with the condition of Section 152(6) of the Companies Act,2013.

Shri S P Jain, Director of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors'' Report to the Members.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors'' Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is CEO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2014 duly signed by the CEO has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director''s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58(A) of the Companies Act,1956.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Government, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the For & on Behalf of the BOARD OF DIRECTORS BOARD OF DIRECTORS

Sd/- Sd/-

Place : New Delhi (AMAR NATH GOENKA) (JASPAL SINGH MARWAH) Date : 27/05/2014 CHAIRMAN DIRECTOR

Mar 31, 2013

The Directors present the Twenty First Annual Report together with Audited Accounts for the year ended on 31st March,2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Sales & Other Income 7994 7,016

Operating profit before providing for 613 514

Interest & Depreciation

Less :

Interest 112 89

Depreciation 179 291

185 274

Net Profit before taxation 322 240

Less :

Tax Expenses ''

Current tax 66 49

Deffered tax 66

Net Profit after tax 190 191

Balance brought forward from previous year 103 (88)

Balance carried to Balance sheet 293 103

Basic and diluted earning per share 0.91 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,034 M.T. of PVC flooring, Sheetings, Films etc. as against 12,242 M.T. produced during the previous year, achieving a capacity utilization of 74.28 % as compared to around 75.57% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring. Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kotak Mahindra Bank Limited has also sanctioned and disbursed Working Capital Facilities and Term Loan to the company

and there is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend forthe year 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the CompaniesAct, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have 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 of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1 (e) of the CompaniesAct, 1956, are annexed as Annexure T

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Kamlesh Kumar Sinha and Shri S P Jain Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offerthemselvesfor reappointment.

Shri Amitabh Goenka, Executive Director of the company, will retire on 31 -10-2013. The Board of Directors of the company in their Meeting held on 18-05-2013 has reappointed him for another term of three (3) years with effect from 01 -11 -2013. The Remuneration Committee has not recommended any increase in basic salary on reappointment of Shri Amitabh Goenka as Executive Director. However, salary scale was recommended to be revised to Rs.70,000/- - Rs.1,50,000/- which was approved by the Board of Directors, on the recommendation of Remuneration Committee, in their Meeting held on 18-05-2013 subject to approval by the Members of the company in the ensuing Annual General Meeting.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "Wand are forming part of the Directors'' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed and Traded at the Stock Exchanges as per details given in the

Annexure "III" and forming part of Directors'' Report to the Members.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

ISIN Number of company is INE309M01012 which has been alloted by both NSDL & CDSL to the company.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO/CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31s'' March,2013 duly signed by the Chairman has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V''and forming part of the Directors'' Report.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date :18/05/2013 CHAIRMAN

Mar 31, 2012

The Directors present the Twentieth Annual Report together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31s' March, 2012 31s' March, 2011

Sales & Other Income 7016 5,993

Operating profit before providing for 514 361 interest & Depreciation Less :

Interest 89 65

Depreciation 185 274 181 246

Net Profit before taxation 240 115 Less :

Provision for taxation 49 24

Net Profit after tax 191 91 Add:

Excess provision for Sales tax written back - 22 Less :

Damages to ESI dues - 15

Balance brought forward from previous year (88) (186)

Balance carried to Balance sheet 103 (88)

Basic and diluted earnings per share 0.91 0.43

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,242 M.T. of PVC flooring, Sheeting's, Films etc. as against 10,656 M.T. produced during the previous year, achieving a capacity utilization of 75.57 % as compared to around 65.78% in the previous year. The Company could achieve higher capacity utilization but for present depressed demand for products due to current recession both in domestic and foreign markets.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards continue to grant BIS certification Mark ISI for Unbaked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kodak Mahindra Bank Limited has also sanctioned and disbursed Working Capital facilities and term Loan to the company for its working capital needs. Barring unforeseen circumstances, your company expects to continue progress.

DIVIDEND

Due to previous years' carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2011-12.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have 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 of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as Annexure "I"

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Amar Nath Goenka, Managing Director of the company of the company , will retire on 17/02/2013 as Managing Director of the Company. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 5 (Five) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

Shri S P Jain, Executive Director of the company of the company, will retire on 31/03/2013. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 3 (Three) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

In terms of Clause 49 of the Listing Agreement notes on Directors seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

Both NSDL and CDSL have allotted ISIN No. to your company which is appended below :

ISIN NO. INE309M01012

STOCKEXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors' Report to the Members. The trading of equity shares has commenced at Bombay Stock Exchange Limited(BSE).

The company has already complied with all the formalities of National Stock Exchange of India Limited (NSE) and we hope trading would commence soon at NSE .

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and is forming part of Directors' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO and CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2012 duly signed by the Managing Director has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director's Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 30/05/2012 CHAIRMAN

Mar 31, 2010

The Directors present the Eighteenth Annual Report together with Audited Account tor the year ended on 31st March, 2010.

FINANCIAL RESULTS (Rs. IN LACS)

Particulars For the year ended For the year ended 31st March, 2010 31st March, 2009

Sales & Other Income 5543 8308

Operating profit before providing for 350 469

interest & Depreciation

Less:

Interest 51 51

Depreciation 176 227 172 223

Net profit before taxation 123 .246

Less:

Provision for taxation

Fringe Benefit Tax - 4

Net profit after tax 123 242

Add:

Interest payable to banks and Financial Institute - 2126

Written back

Loan payable to banks and Financial Institute - 1075

Written back

Credit balance - Unsecured Loan written back 1 47

Credit balance - Sundry Creditors written back 91 296

Less:

Interest on Provident Fund and ESI dues - 30

Balance brought forward from previous year (401) (4157)

Balance carried to Balance sheet (186) (401)

Basic and diluted earning per share 0.59 0.58

Face value per equity Share 5.00 2.50

OPERATIONS

During the period under review your company produced 9598 M.T. of PVC flooring, Sheetings, Films etc. as against 9871 M.T. produced during the previous year, achieving a capacity utilization of 59% as compared to around 61% in the previous year. The Company could achieve higher capacity utilization but for non availability of Working Capital Facility from Banks and present depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2000 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane.

Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and as such market will not be a constraint after present recession is over. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to previous years carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2009-10.

REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

The "NETWORTH" of the company has turned positive. However, your company continuous to be under the purview of BIFR. The approved Scheme of Rehabilitation is under implementation.

ALTERATION IN FACE VALUE OF EQUITY SHARES

Pursuant to the resolution passed by the Shareholders of the company in the 17th Annual General Meeting held on 21/08/2009, the company had changed face values of equity shares from existing Rs. 2.50/- per equity shares to Rs. 5.00/- per equity shares by consolidating the existing equity shares and issue 1(One) equity share for 2 (two) equity shares held by a shareholder. Fractional Share resulting from this consolidation have been transferred to a nominee of the Board of Directors of the Company who shall sell these fractional share on behalf of the shareholders and distribute money so realized after deducting therefrom the expenses incurred on such sale and distribution. This will be done after commencement of trading of the equity shares at National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have 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 of the profit or loss of the company for that period.

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the annual accounts on a on going concern basis.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as annexure I

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

REPLY OF THE BOARD TO AUDITORSS REPORT

AUDITORS COMMENTS

4. There was a liability to the tune of Rs. 67.32 lacs consisting of a demand of Rs. 37.94 lacs by P.F. Department and Rs. 29.38 lacs by ESIC Department on account of damages. The profit of company would reduced by Rs. 67.32 lacs if the damages are not waived.

9.b The disputed Statutory dues of Sales Tax as at 31st March, 2010 have not been deposited on account of matters pendng before appropriate authority.

REPLY OF THE BOARD

Both EPF and ESIC Acts provide for waiver upto 100 percent of damages. PF Department has already recommended for 100 percent waiver of damages. In the case of ESIC the matter is under consideration. The Honble BIFR has passed directions to these authorities to consider waiver of damages. In case the damages are not waived off fully or partially by the concerned authorities, the liability will be provided in the relevant year.

The company will make payments once the matter is decided by the appropriate authorities and as per sanctioned Scheme of Rehabilitation.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Shri Amitabh Goenka was appointed as an Additional Director of the company upto the ensuing Annual General Meeting by the Board of Directors in their Meeting held on 27/01/2010. It is now proposed to appoint him Director liable to retire by rotation. Shri S. P. Jain is being reappointed as an Executive Director of the Company for three years with effect from 01/04/2010 as per details of salary and perquisites and terms of appointment given in the Notice of the ensuing Annual General Meeting.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchange as per details given in the Annexure "II" and forming part of Directors Report to the Members. The trading of equity shares were suspended due to non payment of listing fee. The company could not pay listing fee due to cash crunch and sickness. The company has already paid Listing fee and submitted documents for Listing of equity shares issued and allotted by the company pursuant to the orders of Honble BIFR with BSE and had requested BSE to revoke suspension of trading of equity shares of the company at their stock exchange.

However, trading of equity shares at NSE has been suspended for want of non payment of Listing fee and non completion of procedure. The company has already sent documents of non compliance and also requested NSE to allow trading of our equity shares.

You company has appointed M/s Beetal Financial & Computer Services Private Limited, New Delhi as RTA. Till date the shares of your company could not be dematerialization for want of the "Capital Certificate" from the Stock Exchanges and ISIN number from NSDL and CDSL.

CORPORATE GOVERNANCE

The matters relating to Corporate Governance and Statutory Auditors Certificate are as per details given in Annexure "III" and are forming part of Directors Report to the members.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from the Honble Board for Industrial and

Financial Reconstruction (BIFR),

Central and State Government, Syndicate Bank and other Government Agencies, and look forward to their continuing support.

The Directors also record their appreciation for the sincere efforts put in buy the employees of the Company at all levels.

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 21-06-2010 CHAIRMAN

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