Directors Report of Dhabriya Polywood Ltd.

Mar 31, 2023

The Directors are pleased to present the Thirty-one Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2023.

1. Financial Performance of the Company ('' In Lakhs)

The Audited Financial Statements of your Company as on March 31, 2023 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (“Act"). The summarized financial highlights are depicted below:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	8759.25	7353.50	17117.22	13363.95
Other Income	19.01	16.38	29.75	31.06
Total Revenue	8778.26	7369.88	17146.97	13395.01
Operating Expenses	7795.34	6673.91	15275.18	11992.82
EBIDTA	982.92	695.97	1871.79	1402.19
Finance Cost	346.58	336.27	401.18	387.02
Depreciation	237.69	232.10	377.72	339.24
Profit/ (Loss) before Exceptional Items and Tax	398.65	127.60	1092.89	675.92
Exceptional Items	-	-	-	-
Profit/ (Loss) after Exceptional Items and Tax	398.65	127.60	1092.89	675.92
Provision for Tax	94.00	27.72	244.08	167.18
Other Comprehensive Income	5.40	8.30	10.06	10.77
Total Comprehensive Income after Tax	310.06	108.19	858.87	519.51
Attributable to:
Equity holders of the parent		-	858.78	519.45
Non-controlling interests	-	-	0.09	0.06
EPS (?)	2.81	0.92	7.84	4.70

2. Brief description of the Company’s working during the year / State of Company’s affair

The Annual Report also includes the Consolidated Financial Statements of the Company, which includes the result of the Company’s subsidiaries; viz. Polywood Profiles Private Limited, Dynasty Modular Furnitures Private Limited and Polywood Green Building Systems Private Limited. At a consolidated level, your Company operates two segments of business viz. furniture & uPVC Doors, Windows, PVC Profiles and D-Stona sheets and

mouldings. At standalone level, your Company operates a single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings.

The Company has posted its highest ever Revenue during the year under review. Your company made good progress in its business and achieved the highest turnover ever. The company has showcased its resilience and demonstrated the capacity to absorb and continue to deliver a

superior price-value proposition. The growth of the business validated its diversified portfolio. The company continued to invest across its businesses, strengthening its foundation for sustainable growth.

During the year, Company launched Polywood Wall & Ceiling Fluted Panels, a new type of environment friendly product for interior decor. With our vision to save natural resources like trees, we always make sure to develop and bring the product which is environmentally friendly and safe to use. Our continuous research and innovation for Wall & Ceiling Fluted Panels is based on continues upgradation demand and consumption by Architects, Interior Designers, Users. We take care of their different choices, moods, type of application and aesthetically pleasing.

The company’s consolidated total income for the financial year 2022-23 is '' 17146.97 Lakhs, up by 28.01% over the previous year. The company’s standalone total income for the financial year 202223 is '' 8778.26 Lakhs up by 19.12% over the previous year. With the addition of new capacities and the introduction of new products, the company anticipates a positive demand momentum in the coming year.

During the year under review, the company registered a standalone Profit Before Tax (PBT) of '' 398.65 Lakhs as against '' 127.60 Lakhs in the previous year, reflecting a growth of 212.42% over the previous year. Profit before tax on a consolidated basis for the year 2022-23 stood at '' 1092.89 Lakhs as against '' 675.91 Lakhs in the previous year, recording a growth of 61.69%.

During the year under review, the company registered a standalone Profit after tax (PAT) of '' 304.66 Lakhs as against '' 99.89 Lakhs in the previous year, reflecting a growth of 205.01% over the previous year. Profit after tax on a consolidated basis for the year 2022-23 stood at '' 848.81 Lakhs as against '' 508.73 Lakhs in the previous year, recording a growth of 66.85%.

Interest cost for the financial year 2022-23 has increased to '' 346.58 Lakhs at a standalone basis as against '' 336.27 Lakhs during the previous year. On a consolidated basis, interest cost for the financial year 2022-23 stood at '' 401.18 Lakhs as against '' 387.03 Lakhs in the previous year. The increase in interest cost is on account of an increase in borrowings for working capital requirements and also on account of a significant increase in borrowing cost.

On a consolidated basis, the Net Worth of the company as at March 31, 2023 stood at '' 6884.13 Lakhs as against '' 6025.26 Lakhs in the previous year. The Consolidated earnings per share (basic) for the year ended March 31, 2023 stood at '' 7.84 per share as against '' 4.70 per share for the year ended March 31, 2022.

On a standalone basis, the Net Worth of the company as at March 31, 2023 stood at '' 4403.78 Lakhs as against '' 4093.73 Lakhs in the previous year. The Standalone earnings per share (basic) for the year ended March 31, 2023 stood at '' 2.81 per share as against '' 0.92 per share for the year ended March 31, 2022.

3. Credit Rating

The credit ratings on Company’s long-term facilities have been re-affirmed by the credit rating agency and the same is furnished below:

S. No.	Agency	Type	Rating
1.	CARE	Long Term	CARE BBB-; Stable
	Ratings	Bank	(Triple B Minus;
		Facilities	Outlook: Stable)

4. Dividend

The Board of Directors at their meeting held on May 25, 2023, have recommended payment of '' 0.50/-(Rupees Fifty Paise only) (5%) per equity share of '' 10 (Rupee Ten only) each as final dividend for the FY 2022-23. The proposed dividend, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company, would result in appropriation of '' 54.12 Lakhs (inclusive of TDS). The dividend would be payable to all shareholders whose names appear in the Register of Members as on the Record date i.e. Saturday, September 23, 2023. The Register of Members and Share Transfer books shall remain closed from Monday, September 25, 2023 to Saturday, September 30, 2023 (both days inclusive).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, the final dividend will be paid after deduction of tax at source.

5. Transfer to General Reserves

During the year under review, the company has transferred '' 310.06 Lakhs to General Reserves.

6. Share Capital

The authorized and paid-up share capital of the company as of March 31, 2023, stood at '' 1250.00 Lakhs and '' 1082.42 Lakhs respectively. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. Board of Directors

Directors liable to retire by rotation seeking reappointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahendra Karnawat (DIN 00519876), Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Managing & Whole-time Director

During the period under review, there were no changes to the Managing & Whole-time Directors of the Company.

Independent Directors

During the period under review, Mr. Vijay Kumar Jha was appointed in the category of the NonExecutive Independent director of the Company for a term of 5 (five) years commencing from 13^th August, 2022 and ending on 12^th August 2027 (both days inclusive) and his term is not subject to retirement by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

8. Number of Meetings of the Board/Committee

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the meetings of the Board are called at shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Ten times during the year under review and has accepted all recommendations made to it by its various committees. The details of the number of meetings of the Board held during the Financial Year 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

9. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Sl. No.	Name of person	Designation
1.	Mr. Digvijay Dhabriya	Chairman & Managing Director
2.	Mrs. Anita Dhabriya	Whole Time Director
3.	Mr. Mahendra Karnawat	Whole Time Director
4.	Mr. Shreyansh Dhabriya	Whole Time Director
5.	Mr. Hitesh Agrawal	Chief Financial Officer
6.	Mr. Sparsh Jain	Company Secretary & Compliance Officer
During the year under review, there is no change in the KMP’s of the Company.

10. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholder’s/ Investors Grievance Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

11. Policy on Director’s Appointment and Remuneration and other details

a. Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert

knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company’s Policy on Directors’ Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

b. Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on the regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company’s Website at www.polywood.org.

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder’s/ Investor’s Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. Financial Statements

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements. Your Company has consistently applied applicable Accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

14. Performance of Subsidiary Companies

Your Company is having three subsidiaries

a. Polywood Profiles Private Limited:

The Company is a Wholly-owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 2006. The Company is engaged in the business of manufacturing PVC Profiles. The Gross Revenue of the Company for financial year 2022-23 stood at '' 6727.87 Lakhs compared with '' 5031.19 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at '' 461.26 Lakhs as against '' 426.99 Lakhs reported in the previous year.

b. Dynasty Modular Furnitures Private Limited:

The Company is a Wholly-owned subsidiary company of Dhabriya Polywood Limited, incorporated in the year of 1995 and installed a project in Jaipur (Rajasthan) for manufacturing of Modular furniture, a wood substitute product which is mainly used for the manufacturing of Executive Table, Storage, Work-station, Kitchen cabinet, Wardrobe, Computer table etc. The Company’s product has been selling under its registered brand name “DYNASTY". The Company has constant quality control policies due to which the brand name of the Company “DYNASTY" has been well established in the market. The product has been accepted nationwide and its demand is reaching leaps and bounds for its quality, durability, easy handling and low cost. The Company has experienced manpower to design and develop new products and a hard-working production team to meet the ever-increasing demand of the market. All these factors have contributed to the astonishing success of the “DYNASTY" Modular furniture all over India.

The Gross Revenue of the Company for the financial year 2022-23 stood at '' 2109.42 Lakhs compared with '' 1451.83 Lakhs in the

previous year. Total Comprehensive Income After Tax for the year stood at '' 78.55 Lakhs as against '' (21.74) Lakhs reported in the previous year.

c. Polywood Green Building Systems Private Limited:

The Company is a subsidiary company of Dhabriya Polywood Limited, incorporated in the year 2012. The Company is engaged in the business of trading uPVC Doors and Windows and PVC Profiles. The Gross Revenue of the Company for financial year 2022-23 stood at '' 246.79 Lakhs compared with '' 214.13 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at '' 9.00 Lakhs as against '' 6.07 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries is given as ANNEXURE ‘E’.

15. Auditors

(a) Statutory Auditor

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Tambi Ashok & Associates, Chartered Accountants (Firm Registration No. 005301C), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 27^th Annual General Meeting till the conclusion of 32nd Annual General Meeting to be held during calendar year 2024.

In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every

Annual General Meeting. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company and its material subsidiaries. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ‘A’ and forms part of this report. The Secretarial Audit Report contains certain observations by the Practicing Company Secretary and clarification by the Board as follows:

Observation 1. Financial Results for the quarter and year ended March 31, 2022 is to be submitted with stock exchange within 30 minutes of the conclusion of the meeting. However, submitted with delay of 28 minutes.

Observation 2. Financial Results for the quarter ended September 30, 2022 is to be submitted with stock exchange within 30 minutes of the conclusion of the meeting however submitted with delay of 25 minutes

Clarification by the Board: Despite the best efforts put in by the concerned department, the Company could not submit it within the stipulated timeliness as laid down in SEBI (LODR) Regulations, 2015. The Board considered the reason for delay in submission of financial results and after deliberation on the

matter, advised management of the Company to issue necessary direction to all concerned department with a strict instruction to ensure timely compliances of the Listing and other applicable regulation on the Company in order to maintain the good corporate governance practice of the Company.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1 /27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company and the Secretarial Audit Report of Material Subsidiaries of the Company which forms part of this Report and are uploaded on the website of the Company

i.e. www.polywood.org.

(c) Internal Auditors

The company has an effective full-time inhouse and professionally competent internal audit team, which regularly monitors the effectiveness of the internal control systems. This function reports to the Audit Committee and the Managing Director about the adequacy and effectiveness of the internal control systems of the company as well as the periodical results of its review of the company’s operations as per an approved internal audit plan duly approved by the Audit Committee.

The recommendations of the internal audit teams on improvements in the operating procedures and control systems for strengthening the operating procedures are presented periodically to the Audit Committee.

During the year under review, Internal Auditors have not reported any matter under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

(d) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provision of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2023-24.

16. Internal Financial Controls and its Adequacy

The company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The company has identified and documented all key financials controls which impact the financial statements as part of its Standard Operating Procedures. The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals.

Based on the review, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year.

17. Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in conformity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the reporting of genuine concerns about unethical or improper activity, without any fear of retaliation.

The Policy provides for adequate safeguards against victimization of employees, who avail of the

mechanism and provides to employees’ direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at www.polywood.org. During the year under review, your Company did not receive any complaint under the whistle blower mechanism.

18. Risk Management

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks and successfully mitigate risk arising from time to time:

(a) Macroeconomic and uncertainty in external environment

The Company’s operations are exposed to economic risks, commercial instability and global events beyond the control of the Company which might have an adverse impact on it. The business may underperform as a result of the economic slowdown.

Mitigation Strategies: The Company’s revenue stream is diversified from multi geographies, thereby reducing its dependency on one market. Further, it maintains a strong balance sheet, liquidity position and relationship with stakeholders which enables it to mitigate any uncertainties.

(b) Commodity & Raw Material Price Risk

Risk of price fluctuation on basic raw materials like PVC resin as well as finished goods used in the process of manufacturing. This may lead to rise in input cost in turn putting pressure on the Company’s margin and profitability.

Mitigation Strategies: Your Company commands excellent business relationship with suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Further, its long-standing relationship with suppliers gives the Company a better bargaining position. Moreover, its established presence across the globe enables it to procure raw material from different geographies at competitive price.

(c) Quality Risk

Inability to maintain the quality of the products as well as adhered to relevant quality standards might have an adverse impact on the Company’s reputation as well as financial position.

Mitigation Strategies: Your Company adheres to stringent quality standards and ensures that all its products are defect free and of superior quality. The Company has also received various quality certification.

(d) Technology Risk

With the advent of technology, the need for enhanced systems and processes to boost operational efficiency and provide better customer satisfaction has surged. The company may face difficulties if it fails to adapt to a changing environment.

Mitigation Strategies: Our manufacturing facilities are equipped with advanced gear and technologies that increases the Company’s efficiency. It also maintains and tracks the proper functioning of equipment and replaces then when necessary.

(e) Higher competitive intensity

Competition can be aggressive on prices or trade promotions. Competition can invest more in advertising to gain consumer

mindshare. Competition can launch superior products. More players can enter the market. Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc. Mitigation Strategies: Our products have a good price value equation and has a long-term trust of our customers, enabling us to defend our market. Over the years, the Company has established itself as one of the most trusted companies in its sector by continuous efforts to enhance the brand image of the Company, by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands.

(f) Product Risk

The Company’s inability to manufacture different products could hurt offtake. Mitigation Strategies: The Company is engaged in the manufacturing of uPVC Doors, Windows, PVC Profiles and D-Stona Sheets & mouldings. The wide portfolio of products will enable the Company to cater to the different market segments, thereby enhancing visibility.

(g) Environment Risk

The Plastic industry is one of the environment concern industry in the country. Any change in government regulation viz ban on plastic may hinder our manufacturing and related process which may adversely affect our business and financial condition of the Company.

Mitigation Strategies: In the last 25 years your company has been an undeniable part of the “Save Trees" campaign by bringing into the minds of the people to use PVC and uPVC Products. The company has always focused on innovation & technology in order to actively support the concern “Save Trees" by providing high quality wood substitute and environment

friendly products to its customers. Further, the company has almost saved eight lakhs trees every year by providing wood substitute products.

(h) Human Resource Risk

A skilled and talented workforce is the key to an organization’s success. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company.

Mitigation Strategies: Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. By continuously benchmarking the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. We regularly undertakes training and development programmes to enhance the skill of its employee. Further, the company also conducts health check-ups to ensure the safety and wellbeing of its workforce. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

19. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website viz. www.polywood.org.

20. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

21. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the

Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

22. Particulars of contracts or arrangements with related parties

Related party transactions entered during the financial year under review are disclosed in note no. 38 of notes to the financial statements of the Company for the financial year ended March 31, 2023. These transactions entered were at an arm’s length basis and in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature. A statement in summary form of transactions with related parties in the ordinary course of business and on an arm’s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

In terms of Regulation 23 of SEBI Listing Regulations, the Company submits details of related party transactions as per the specified format to the stock exchanges on a half-yearly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.polywood.org. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict

with the interest of the Company at large and are carried out on an arm’s length basis or fair value.

23. Corporate Governance

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance and forms an integral part of this report.

The Company has been employing about Ten women employees in various cadres within the factory premises. Your Company has set up an Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2022-23 your company has not received any complaint of harassment and hence no complaint is outstanding as on March 31, 2023, for redressal.

24. Corporate Social Responsibility (CSR)

In accordance with the provisions of the Companies Act 2013 read with Rules made thereunder, the Company was not required to make any CSR contribution for the Financial Year 2022-23.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as ANNEXURE ‘F’ and forms an integral part of this Report. The Policy has been uploaded on Company’s website at www.polywood.org. to this report. For details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report.

25. Director’s Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement

referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

(i) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013.

(ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the said period.

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

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

(v) They have laid down internal financial controls in the Company that are adequate and are operating effectively and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

26. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in

the separate section forming part of this Annual Report.

27. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 25 years, “Polywood" has been an undeniable part of the “Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

Your Company has also set up an Internal Complaints (IC) Committee at all our locations which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the policy and the provisions of the POSH Act.

During the year under review, the Committee has not received any complaint.

28. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your Company’s management firmly believes that a strong and stable industrial relation is key to the success of your organization. Over the years, the management

has made sincere and continued efforts for the development of an atmosphere of mutual cooperation, confidence and respect, duly recognizing the rights of the workers. The Company has a structured induction process at all locations and management development programs to upgrade the skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

During the year, the Company organized training programmes in technical skills, business excellence, general management, customer orientation, safety, values and code of conduct.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

During the year under review, industrial relations remained cordial and peaceful.

29. Statutory Information and other Disclosures

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ‘C’ an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE ‘D’ and forms an integral part of this report. A statement comprising the names of Top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE ‘B’ and forms an integral part of this report. The above annexure is not being sent along-with this Annual Report to the members of the company in line with the provision of section 136 of the Companies Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before and up to the date of the ensuring Annual General Meeting during business hours on working days.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2022-23.

30. General Disclosures

Your directors state that during the year under review:

i. The Equity shares of the Company are listed on the Bombay Stock Exchange.

ii. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

iii. There are no material changes and commitments, affecting the financial position of the company which occurred between the end of the financial year March 31, 2023 to which the financial statements relate and the date of signing of this report.

iv. No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and Company’s operations in future.

v. There was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company.

vi. The requirement to disclose the details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

vii. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

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

31. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 31st Annual General Meeting of the Company including the Annual Report for FY 202223 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

32. Cautionary Statement

The statement in this Director’s Report & Management’s Discussion and Analysis detailing the Company’s objectives, projections, estimates, expectations or predictions are “forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

The results of these assumptions made, relying on available internal and external information, are the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based are also subject to change accordingly. These forwardlooking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forwardlooking statements, whether as a result of new information, future events, or otherwise. Important factors that could make a difference to the Company’s operations include raw material availability and its prices, global and Indian demand-supply conditions, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

33. Appreciation and Acknowledgments

The Board of Directors take this opportunity to thank all the stakeholders of the company for their continued support and express their sense of gratitude to the customers, vendors, banks, financial institutions, channel partners, business associates, Central and State Governments for their co-operation and look forward to their continued support in future

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contributions made by the employees at all levels, to ensure that your Company continues to grow and excel.

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twenty-Sixth Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2018.

1. Financial Performance of the Company (Rs. In Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Gross Revenue	8013.58	8082.32	13445.83	10470.65
Net Revenue	7813.21	7291.36	13215.67	9794.63
EBIDTA	1243.94	1185.32	1848.42	1488.69
Finance Cost	363.00	357.17	482.77	417.42
Depreciation	281.28	259.84	379.83	319.74
Profit before Tax	599.66	568.31	985.82	751.53
Provision for Tax	197.83	195.65	299.67	256.12
Other Comprehensive Income	20.08	0.69	20.08	0.69
Total Comprehensive Income after Tax	421.91	373.35	706.23	496.10
EPS ( Rs.)	3.71	3.52	6.33	4.68

2. Brief description of the Company’s working during the year / State of Company’s affair

Your Company operates single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings. Your Company reported a top-line growth of 7.16% over the previous year on net revenue level post implementation of GST. At standalone level, the net revenue from operations stood at Rs. 7813.21 Lakhs compared with Rs. 7291.36 Lakhs in the Previous Year. The operating profit before tax stood at Rs. 599.66 Lakhs as against Rs. 568.31 in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 421.91 Lakhs compared to Rs. 373.35 Lakhs reported in the Previous Year.

The Net Consolidated Revenue from operations for financial year 2017-18 was at Rs. 13215.67 Lakhs as against Rs. 9794.63 Lakhs in the Previous Year, registering a growth of 34.93%. The Consolidated operating profit before tax stood at Rs. 985.82 Lakhs as against Rs. 751.53 in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 706.23 Lakhs compared to Rs. 496.10 Lakhs reported in the Previous Year.

3. Dividend and Reserves

Your Company has earned adequate profit during the financial year 2017-18. The directors have decided to plough back the profit into the business, therefore no divided is recommend for the financial year ended March 31, 2018. The Board proposes to transfer balance of profit to the General Reserve.

4. Share Capital

The authorized and paid up share capital of the company as at March 31, 2018 stood at Rs. 1250 Lakhs and 1082.42 Lakhs respectively. Your Company has allotted 2,44,095 fully paid-up equity shares on preferential basis at a face value of Rs. 10/- each in April 2017 to the promoters of the company on non-cash basis for acquiring the 100% equity of Dynasty Modular Furnitures Pvt. Ltd, making it wholly owned subsidiary of your Company and consequently the number of shares increased from 1,05,80,150 to 1,08,24,245.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

5. Board of Directors

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of the such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Shreyansh Dhabriya, Whole Time Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer himself for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM.

During the year under review, there is no change in the Board of Directors of the Company.

6. Number of Meetings of the Board

The details of the number of Meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

SL. NO.	NAME OF PERSON	DESIGNATION
1.	Mr. Digvijay Dhabriya	Chairman & Managing Director
2.	Mrs. Anita Dhabriya	Whole Time Director
3.	Mr. Mahendra Karnawat	Whole Time Director

4.	Mr. Shreyansh	Whole Time
	Dhabriya	Director
5.	Mr. Hitesh	Chief Financial
	Agrawal	Officer
6.	Mr. Sparsh Jain	Company Secretary & Compliance Officer

During the year under review, there is no change in the KMP’s of the Company.

8. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholder’s/ Investors Grievance Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder’s/ Investor’s Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. Finance & Accounts

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

12. Performance of Subsidiary Company

Your Company is having three subsidiaries

a. Polywood Green Building Systems Private Limited:

The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 2496.98 Lakhs compared with Rs. 3324.87 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at Rs. 108.69 Lakhs as against Rs. 60.25 Lakhs reported in the previous year.

b. Polywood Profiles Private Limited:

The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 2349.53 Lakhs compared with Rs. 2060.99 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at Rs. 140.10 Lakhs as against Rs. 62.50 Lakhs reported in the previous year.

c. Dynasty Modular Furnitures Private Limited:

The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 1681.88 Lakhs compared with Rs. 1595.42 Lakhs in previous year. Total Comprehensive Income After Tax for the year stood at Rs. 35.53 Lakhs as against Rs. 30.30 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries is given as ANNEXURE ‘E’.

13. Awards and Recognitions

During financial year 2017-18, your company has won following awards:

a. ET Business Leaders 2017 Award for Environment Protection and Conservation in July 2017.

b. The Best Gennext leader at Business Rankers award.

c. Order of Merit Award 2018 for Qualifying amongst the top 100 SME’s by the Skoch Achievers Award Committee in March 2018.

14. Consolidated Accounts

The consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to section 129(3) of the Companies Act, 2013read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of subsidiaries is given in form AOC-1 and forms an integral part of this report.

15. Auditors

(a) Statutory Auditor

The Statutory Auditors of the Company M/s. Narendra Sharma & Co., Chartered Accountants, (Firm Registration Number: 004983C) have audited the Financial Statements of the Company. The Statutory Auditors of the Company were appointed at the 22^nd Annual General Meeting (AGM) of the Company held on August 14, 2014 for a period of five years, subject to the ratification at every AGM held after 22^nd AGM.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of statutory auditor at every AGM of the Company and therefore, it is not required to ratify the appointment every year.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ‘B’ and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary. The report is self-explanatory and do not call for any further comments.

(c) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2017-18.

16. Internal Audit and Controls

Your Company has appointed M/s R Rawat & Associates as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

17. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.polywood.org. The weblink for the same is http://polywood.org/pdfs/Dhabriya.pdf

18. Risk Management

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks:

(a) Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value-added products helps in lowering the impact of price fluctuation in finished goods.

(b) Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company Dependency on debt is minimum in view of different borrowings from banks / FIs at both fixed and floating rate of interest.

(c) Human Resource Risk

Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

(d) Competition Risk

Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands your Company plans to mitigate the risks so involved.

(e) Compliance Risk

Any default can attract penal provisions. Your Company regularly monitoring and review of changes in regulatory framework. However, by monitoring of compliance through legal compliance Management tools.

(f) Industrial Safety, Employee Health and Safety Risk

The Plastic industry is labor intensive and are exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

19. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE ‘A’.

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2018 before the date of report dated August 14, 2018 affecting financial position of the Company in any substantial manner.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

22. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

23. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements, wherever applicable.

24. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arm’s length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus, disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required.

Related party transactions have been disclosed under the Note 43 of significant accounting policies and notes forming part of the financial statements in accordance with “Ind AS”. A statement in summary form of transactions with related parties in the ordinary course of business and on arm’s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.polywood.org. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length basis or fair value.

25. Listing with Stock Exchanges

The Equity shares of the Company are listed on the Bombay Stock Exchange.

26. Corporate Governance

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance and forms an integral part of this report.

27. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 26 years, “Polywood” has been an undeniable part of the “Save Trees” campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing about 12 women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2017-18 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2018 for redressal.

28. Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at http://www.polywood.org/pdfs/Corporate-Social-Responsibility-Policy.pdf. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A ‘CSR Report’ on activities undertaken by the Company and amount spent on them is attached as ANNEXURE ‘F’ to this report. The justification for the shortfall amount spent on CSR activities has been provided in Annual Report on CSR.

29. Director’s Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

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

(iii) the directors 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;

(iv) the annual accounts on a going concern basis; and

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

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

30. Transfer of Amounts to Investor Education and Protection Fund

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

31. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

32. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

33. Statutory Information

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ‘C’ an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 none of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE ‘D’ an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2017-18.

34. Cautionary Statement

Statement in this Management’s Discussion and Analysis detailing the Company’s objectives, projections, estimates, expectations or predictions are “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

35. Appreciation and Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.

For & on behalf of the Board

Sd/-

Digvijay Dhabriya

Chairman & Managing Director

DIN:00519946

Jaipur, August 14, 2018

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Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting their 24^th Annual Report on the business and operation of the Company along with the audited financial statements, for the financial year ended March 31, 2016.

1. 1. Financial Performance of the Company

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Gross Income	6881.44	7264.83	7478.08	7756.16
EBIDTA	1039.23	953.17	1099.24	1048.69
Finance Cost	305.30	293.14	310.75	296.69
Depreciation	236.14	229.84	238.26	232.51
Net Profit before Tax	497.79	430.19	550.23	519.49
Provision for Tax	172.34	151.69	188.69	179.15
Net Profit after Tax	325.44	278.50	361.17	339.78
EPS (Rs.)	3.18	3.08	3.52	3.75

The Company is engaged in the business of Manufacturing and Retailing of PVC & uPVC products. There has been no change in the business of the Company during the financial year ended March 31, 2016. Your Company recorded a satisfactory performance despite challenging second half of the year. Your Company reported a marginal decline of 5.28% over the previous year, due to sluggish market demand inspire of having good order book.

At standalone level, the gross revenue from operations stood at Rs. 6881.44 Lakhs compared with Rs. 7264.83 Lakhs in the Previous Year. The operating profit before tax stood at Rs. 497.79 Lakhs as against Rs. 430.19 in the Previous Year. The Net Profit for the year stood at Rs. 325.44 Lakhs compared to Rs. 278.50 Lakhs reported in the Previous Year registering a growth of 16.85% on standalone basis.

The Consolidated Gross Revenue from operations for financial year 2015-16 was at Rs. 7478.08 Lakhs as against Rs. 7756.16 Lakhs in the Previous Year, registering a slight decline of 3.59%. The Consolidated operating profit before tax stood at Rs. 550.23 Lakhs as against Rs. 519.49 in the Previous Year. The Net Profit after minority interest for the year stood at Rs. 361.17 Lakhs compared to Rs. 339.78 Lakhs reported in the Previous Year.

3. Dividend and Reserves

Your Company has earned adequate profit during the financial year 2015-16. The directors have decided to plough back the profit into the business, therefore no divided is recommend for the financial year ended March 31, 2016. The Board proposes to transfer balance of profit to the General Reserve.

4. Share Capital

The authorized and paid up share capital of the company as at March 31, 2016 stood at Rs. 1250 Lakhs and 1025 Lakhs respectively. During the year under review, your company has increased its authorized share capital from Rs. 1000 Lakhs to Rs. 1250 Lakhs.

Your Company has allotted 20,50,000 fully paid-up bonus equity shares of face value of Rs. 10/each in October, 2015 to the shareholders of the company in proportion of 1:4 and consequently the number of shares increased from 82,00,000 to 1,02,50,000.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the directors of the Company hold instruments convertible into Equity Shares of the Company

5. Board of Directors

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of the such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Anita Dhabriya, Whole Time Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer herself for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be reappointed, is furnished in the notice of the AGM.

During the year under review, there is no change in the Board of Directors of the Company.

6. Number of Meetings of the Board

The details of the number of Meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Sl. No.	Name of Person	Designation
1.	Mr. Digvijay Dhabriya	Chairman & Managing Director
2.	Mrs. Anita Dhabriya	Whole Time Director
3.	Mr. Mahendra Karnawat	Whole Time Director
4.	Mr. Shreyansh Dhabriya	Whole Time Director
5.	Mr. Hitesh Agrawal	Chief Financial Officer
6.	Mr. Sparsh Jain	Company Secretary

During the year under review, there is no change in the KMP''s of the Company.

8. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholder''s/ Investors Grievance Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder''s/Investor''s Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. Finance & Accounts

Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The Financial Statements have been prepared on historical cost basis. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions are reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2016.

12. Performance of Subsidiary Company

Your Company is having one subsidiary namely Polywood Green Building Systems Private Limited. The Gross Revenue of the Company for financial year 2015-16 stood at Rs. 1532.12 Lakhs compared with Rs. 1925.94 Lakhs in Previous Year. The Profit After Tax for the year stood at

Rs. 36.09 Lakhs as against Rs. 61.84 Lakhs reported in the previous year.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries is given as ANNEXURE ''E''.

13. Awards and Recognitions

Your Company has received Order of Merit Award 2016 for Saving of Trees by the Skoch Achievers Award Committee in March 2016.

14. Consolidated Accounts

The consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS- 27 issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms part of the Annual Report.

The consolidated turnover decreased by 3.59% to Rs. 7478.08 Lakhs as compared to Rs. 7756.16 Lakhs in the previous year. However, net profit after tax and after minority interest has grown by 6.30% to Rs. 361.17 Lakhs as compared to Rs. 339.78 Lakhs in the previous year.

15. Auditors

(a) Statutory Auditor

The Statutory Auditors of the Company M/s. Narendra Sharma & Co., Chartered Accountants, (Firm Registration Number: 004983C) have audited the Financial Statements of the Company. The Statutory Auditors who were appointed by the members of the Company at the 22^ndAnnual General Meeting of the Company held on August 14, 2014 needs ratification by the members of the Company for the financial year 2016-17.

The Company has received consent letter from M/s Narendra Sharma & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act,

2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ''B'' and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary. The report is self-explanatory and do not call for any further comments.

(c) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2015-16.

16. Internal Audit and Controls

Your Company has appointed M/s R Rawat & Associates as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

17. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) &

(10) of the Companies Act, 2013, a Vigil

Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.polywood.org/Dhabriya.pdf

18. Risk Management

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks:

(a) Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

(b) Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company''s dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

(c) Human Resource Risk

Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

(d) Competition Risk

Your Company is exposed to competition risk particularly from China. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

(e) Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

(f) Industrial Safety, Employee Health and Safety Risk

The Plastic industry is labor intensive and are exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

19. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE ''A''.

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2016 before the date of report dated September 16, 2016 affecting financial position of the Company in any substantial manner.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

22. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

23. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

24. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required.

Related party transactions have been disclosed under the Note no. 35 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and on arm''s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm''s length basis or fair value.

25. Listing with Stock Exchanges

Your Company''s shares are listed on the Bombay Stock Exchange - SME Platform (BSE). The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said regulations were effective on December 01, 2015. Accordingly, all listed entities were required to enter into the listing agreement within six months from the effective date. Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given.

26. Corporate Governance

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this report.

(The Members hereby noted that according to the SEBI (LODR) Regulations, 2015 the company, being a SME Listed Company of BSE Ltd, is exempted from the compliance of corporate governance requirements as provided under regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V.)

27. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 23 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing about seven women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2015-16 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2016 for redressal.

28. Corporate Social Responsibility

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2015-16.

29. Director''s Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that —

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

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

(iii) the directors 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;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

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

30. Transfer of Amounts to Investor Education and Protection Fund

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

31. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 is presented in the separate section forming part of this Annual Report.

32. Statutory Information

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ''C'' an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE ''D'' an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2015-16.

Name	Mr. Digvijay Dhabriya
Age	51 Years
Designation	Chairman & Managing Director
Remuneration	Rs. 5,40,000/- Per Month
Nature of Employment	Regular Employment
Qualification	B.E. (Mechanical)
Experience	27 Years
Date of commencement of employment	October 20, 1992
Particulars of Previous employment	Started career with Polywood
% of Equity Shares held	66.35%
Relation with Director	Mrs. Anita Dhabriya (WTD) is wife & Mr. Shreyansh Dhabriya (WTD) is son of Mr. Digvijay Dhabriya

33. Cautionary Statement

Statement in this Management''s Discussion and Analysis detailing the Company''s objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

34. Appreciation and Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.

For & on behalf of the Board

Digvijay Dhabriya

Chairman & Managing Director

Jaipur,

September 16, 2016 DIN: 00519946

---

Mar 31, 2015

To the Members of

DHABRIYA POLYWOOD LIMITED

The Directors have pleasure to present their 23rd Annual Report together with the Audited Financial Statements for the year ended 31st March 2015. The Management Discussion and Analysis is also included in this Report.

CORPORATE OVERVIEW

Late Prof S.S. Dhabriya who was an environmentalist and a remote sensing expert had contributed a lot towards saving nature. His motto of life was to save trees. He has been the inspiration for all of us to work towards the betterment of the human race by saving natural resources. His values have been the motto of our lives and we have reached so far following his foot prints. Dhabriya Polywood Limited (formerly known as Dhabriya Agglomerates Limited) was incorporated under the erstwhile Companies Act, 1956 in the year 1992.

The Company started commercial production of polymer based wood substitute products i.e. Rigid PVC Profiles, with the brand name "Polywood" which are used for fabrication of Doors, Windows, Partitions, False Ceiling, Wall Paneling and many more furnishing & interior applications. In the last 22 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier. The Company has also taken the credit of launching for the first time in India some exquisite products like PVC Folding Doors, PVC Designer Doors, PVC Fencing, Wood Plastic Composite Panels.

1. FINANCIAL PERFORMANCE (In Lakhs)

Consolidated Particulars 2014-15 2013-14

Gross Income 7756.16 7316.55

EBIDTA 1048.69 800.50

Finance Cost 296.69 250.48

Depreciation 232.51 117.77

Net Profit Before Tax 519.49 432.25

Provision for Tax 179.14 147.13

Net Profit After Tax 339.7 284.74

Paticular Standalone 2014-15 2013-14

Gross Income 7264.83 7012.51

EBIDTA 953.17 737.10

Finance Cost 293.14 243.35

Depreciation 229.84 116.97

Net Profit Before Tax 430.19 376.78

Provision for Tax 151.69 129.92

Net Profit After Tax 278.50 246.86

2. DIVIDEND AND RESERVES

During the Year Company has earned profit and your directors have decided to plough back the profit into the business therefore no dividend is recommend for the financial year ended 31st March, 2015. During the year under review balance of profits after tax was transferred to General Reserve.

3. SHARE CAPITAL

The authorize and paid up Equity Share Capital as on March 31, 2015 stood at Rs. 1000.00 Lakhs and 820.00 Lakhs. During the year Company increased its authorize Share Capital from 300.00 Lakhs to 1000.00 Lakhs.

Your Company increased its paid up Share Capital from Rs. 300.00 Lakhs to Rs. 820.00Lakhsby way of 30 Lakh Bonus Share amounting of Rs. 300.00 Lakhs and 22 Lakh Equity Shares through Initial Public Offer (IPO) amounting of Rs. 330.00Lakhs at a face value of Rs. 10/- each and a premium of Rs. 5/- each. The aforesaid Equity Shares is listed on BSE-SME Platform.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

11. FINANCE & ACCOUNTS

Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The Financial Statements have been prepared on historical cost basis. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2015.

There is the no audit qualification in the standalone or in the consolidated financial statements by the statutory auditors for the year under review.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

13. ACCEPTENCE OF DEPOSIT

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

14. PERFORMANCE OF SUBSIDIARY COMPANIES

Company is having only one Subsidiary Company namely Polywood Green Building Systems Private Limited. The Gross Revenue of the Subsidiary Company stood at Rs.1926.05 Lakhs compared with Rs. 971.27 Lakhs in the Previous Year. The Net Profit after tax for the Year stood at Rs. 61.84 Lakhs against Rs. 38.26 Lakhs reported in the Previous Year.

15. AWARDS AND RECOGNITIONS

During the year your Company has received Udyamita Gaurav Samman for Extra Ordinary Contribution for Productivity and Employment Generation by Laghu Udyog Bharti in September 2014 and Order of Merit Award 2015 for Saving of Trees by the Skoch Achievers Award Committee in March, 2015

16. CONSOLIDATED ACCOUNTS

The consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21 and AS-23 issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms part of the Annual Report.

17. CORPORATE GOVERNANCE

As required by Clause 52 of the SME Listing Agreement with the Stock Exchanges a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

18. EXTRACTS OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE 'C'.

19. DIRECTORS

The Board of Directors had on the recommendation of Remuneration & Nomination Committee Appointed Mr. Digvijay Dhabriya as Chairman and Managing Director of the Company for a period of five years effective from 01.09.2014 to 31.08.2019.

The Board of Directors had on the recommendation of Remuneration & Nomination Committee Appointed Mr. Mahendra Karnawat, Mr. Shreyansh Dhabriya and Mrs. Anita Dhabriya as whole time Director of the Company for a period of five years effective from 01.09.2014 to 31.08.2019.Mrs. Ratan Devi Dhabriya has resigned from the directorship of the Company w.e.f July 12, 2014.

Also Mr. Hitesh Agrawal and Mr. Sparsh Jain have been appointed as Chief Financial Officer and Company Secretary with effect from 21.08.2014 and 01.09.2014 respectively.

In accordance with the Companies Act, 2013, Mr. Mahendra Karnawat and Mr. Shreyansh Dhabriya retire by rotation and being eligible offers himself for reappointment. During the year under review Mr. Sharad Kankaria, Mr. Padam Kumar Jain, Mr. Anil Upadhyay and Mr. Shiv Shanker were appointed as Independent Directors of the Company with effect from01.09.2014 for a period of five consecutive years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of Companies Act, 2013 and Clause 52 of the SME Listing Agreement.

20. DECLARATION ON INDEPENDENT DIRECTORS

The Board of Directors declares that the Independent Directors Mr. Sharad Kankaria,

Mr. Padam Kumar Jain, Mr. Anil Upadhyay and Mr. Shiv Shanker are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) who were or were not a promoter of the Company or its holding, subsidiary or associate Company

(ii) who are not related to promoters or directors in the Company, its holding, subsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the Company, its holding, subsidiary or associate Company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, either himself nor any of his relatives -

i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of- - a firm of auditors or Company secretaries in practice or cost auditors or the Company or its holding, subsidiary or associate Company; or - any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm;

iii) holds together with his relative two per cent, or more of the total voting power of the Company; or

iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or

v) Who possesses such other qualification as may be prescribed.

21. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel:

Name of the Person Designation

1. Mr. Digvijay Chairman & Dhabriya Managing Director

2. Mr. Mahendra Whole Time Karnawat Director

3. Mrs. Anita Whole Time Dhabriya Director

4. Mr. Shreyansh Whole Time Dhabriya Director

5. Mr. Hitesh Chief Financial Agrawal Officer

6. Mr. Sparsh Jain Company Secretary

22. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 52 of the SME Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

23. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

24. LISTING ON STOCK EXCHANGES

Your Company's shares got listed on the Bombay Stock Exchange-SME Platform on 17th October 2014. During the year under review, your Company's share price had touched Rs. 42.90 per equity share which clearly show that the markets have recognized its performance. The Share price quoted at BSE-SME at the closing on 31.03.2015 which was Rs. 29. The strength of shareholders has also considerably increased. The Share price quoted at BSE-SME at its listing on 17.10.2014was Rs.16.75 which clearly shows that the investors have built a greater confidence in the Company and its performance.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the audit committee. It is affirmed that no person has been denied access to the audit committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice. The Vigil Mechanism/Whistle blower policy has been posted on the website of the Company (www.polywood.org).

26. RELATED PARTY TRANSACTIONS

All transactions entered with the Related Parties as defined under the Companies Act, 2013 and clause 52 of the SME listing agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required.

Related party transactions have been disclosed under the Note 35 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm's length basis or fair value.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31.03.2015 before the date of report dated 01st September, 2015 affecting financial position of the Company in any substantial manner.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

29. DIRECTORS' RESPONSIBILITY STATEMENT

The directors report that:-

i. That in the preparation of the Annual Accounts for the year ended March 31, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that period;

iv. The annual accounts have been prepared on a going concern basis;

v. That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

30. AUDITORS

The Statutory Auditors of the Company M/s. Narendra Sharma & Co., Chartered Accountants, have audited the Financial Statements of the Company. The Statutory Auditors who were appointed by the members of the Company at the 22ndAnnual General Meeting of the Company held on August 14, 2014 needs ratification by the members of the Company for the financial year 2015-16.

The Company has received consent letter from M/s Narendra Sharma & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

31. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is enclosed as ANNEXURE 'D' to this report. No adverse comment have been made in the said report by the Practicing Company Secretary.

32. RISK MANAGEMENT

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your Company has identified the following risks:

Key Risk Impact to Dhabriya Polywood Limited (formerly known as Dhabriya Agglomerates Limited)

Commodity Price Risk of price fluctuation on basic Risk raw materials like PVC & uPVC as well as finished goods used in the process of manufacturing.

Interest Rate Any increase in interest rate can Risk affect the finance cost.

Human Resources Your Company's ability to deliver Risk value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company.

Competition Your Company is always exposed Risk to competition Risk from Asian Countries like China and other African Countries. The increase in competition can create pressure on margins, market share etc.

Compliance Any default can attract penal Risk - provisions Increasing regulatory requirements

Industrial Safety, The Plastic industry is labor Employee Health and intensive and are exposed to Safety Risk accidents, health and injury risk due to machinery breakdown, etc.

Mitigation Plans

The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

Dependence on debt is very minimum and we have surplus funds with Banks to settle the entire debt in case the need arises.

By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent.

By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

By continuous efforts to enhance the brand image of the Company by focusing on R&D, quality, Cost, timely delivery and customer service. By introducing new product range commensurate with demands your Company plans to mitigate the risks so involved.

By regularly monitoring and review of changes in regulatory framework. By monitoring of compliance through legal compliance Management tools.

By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

33. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 22 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.

As required by the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 The Company has formulated and implemented an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has been employing about ten women employees in various cadres within the factory premises. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressel.

34. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our Company for the financial year 2014-15.

35. STATUTORY INFORMATION

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in ANNEXURE 'A' forming part of this report.

In Terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not having any employee drawing remuneration in excess of the limits set out in the said rules. Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided ANNEXURE 'B'.

36. CAUTIONARY STATEMENT

Statements made herein describing the Company's expectations or predictions are "forward-looking statements". The actual results may differ from those expected or predicted. Prime factors that may make a difference to the Company's performance include market conditions, input costs, govt. regulations, economic development within/outside country etc.

37. APPRECIATION

Your Directors wish to place on record their appreciation for the whole hearted and sincere co- operation the Company has received from its Bankers and various Government agencies. Your Directors also wish to thank all the employees, customers, dealers, agents, suppliers, investors for their continued support and faith reposed in the Company.

For and on behalf of the Board Sd/-

DIGVIJAY DHABRIYA Chairman & Managing Director Date: 01st September, 2015 DIN: 00519946 Place: Jaipur