Directors Report of HCP Plastene Bulkpack Ltd.

Mar 31, 2025

Y our Directors are pleased to present the 41^st Annual Report on the business performance and operations
of your Company together with the Audited Financial Statements and the Auditor''s Report for the
financial year ended 31^st March, 2025. The consolidated performance of the Company and its Subsidiary
has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The summarized Financial Results of the Company for the period ended 31^st March, 2025 are as
follows:

	Standalone		Consolidated
Particulars	2024-25	2023¬ 24	2024-25	2023-24
Revenue from Operation	11808.53	4554.91	46343.54	29455.55
Other Income	148.98	126.51	467.61	256.07
Total Income	11957.51	4681.44	46811.2	29711.6
Less - Expense for Cost of Material, Purchase of Stock in Trade, Change in Inventories, Employee benefit and other expenses	10454.31	4427.4	10454.31	27789
Profit / (Loss) before Interest, Depreciation & Taxation (EBDITA)	1503.2	254.02	3991.26	1922.62
Less: Finance Cost	510.65	357.04	1461.66	1173
Less: Depreciation	230.37	269.43	729.21	729.71
Add: Extraordinary items	0	0	0	0
Add: Exceptional items	0	0	0	0.06
Profit / (Loss) Before Prior Period and Tax (PBT)	762.18	-372.45	1800.39	19.99
Less: Prior Period Item	0	0	0	0
Less: Provision for Taxation	0	0	0	0
Current Tax	0	0	278.93	85.92
Tax for Earlier Years	0	0	1.8	-9.01
Deferred Tax	187.81	-96.07	184.15	-87.73

Profit / (Loss) after Tax (PAT)	574.37	-276.38	1332.91	30.81
Total Comprehensive Income for the year	0	13.41	9.05	8.91
Total Comprehensive Income for the period	574.37	-262.97	1341.96	39.72
Profit attributable to Owners of the Company	574.37	-262.97	967.2	-107.56
Non-Controlling interest	0	0	374.93	147.28
Earning Per shares
Basic	5.38	-2.59	12.57	0.37
Diluted	5.35	-2.59	12.49	0.37

2. BUSINESS SEGMENT

The Company mainly operate in two division viz
Woven Sack Division and Woven Label Division in
which Company derives its sales through
manufacturing PP Febric, PP webbing, PP Yarn
and small and jumbo bags, Jaquard Labels. The
Company has strong global presence and also cater
the need of international market by doing job work.

3. BUSINESS PERFORMANCE
STANDALONE:

During the current period, your Company has total
revenue of Rs. 11808.53 Lakhs as against Rs.
4554.91 Lakhs in the previous year. The Company
has profit of Rs. 574.37 Lakhs as compared to the
Loss of Rs. 276.38 Lakhs in the previous year. The
Company will continue to pursue expansion in
domestic market and international market by
utilizing the resources effectively and thereby
expect to achieve profitability.

CONSOLIDATED:

During the current period, your Company has total
revenue of Rs. 46343.54 Lakhs as against Rs.
29455.55 Lakhs in the previous year. The Company
has profit of Rs. 1341.96 Lakhs as compared to the
profit of Rs. 30.81 Lakhs in the previous year. In the
near future, the Company expects to achieve more
growth.

4. FUTURE OUTLOOK

Though the base of the operations your Company
is low as we are largely doing job work as against
the direct sales, we are continuously working on
achieving better capacity utilizations and

generating direct sales in the Company as against job
work model thereby improving top line as well as
bottom line. For this, we are in the process of taking all
the necessary steps including arranging required
working capital. Further, we are also exploring new
sales geography and working on opportunities of
expanding product portfolio. We are optimistic about
the overall demand of our products.

5. MATERIAL EVENTS DURING THE YEAR UNDER
REVIEW

• The Company has complied with the Minimum Public
Shareholding (MPS) requirements mandated under
Rule 19(2)(b) and 19A of the Securities Contracts
(Regulation) Rules, 1957 ("SCRR") read with regulation
38 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR Regulations") via using
various method(s) i.e. Offer for Sale (OFS) mentioned
in the SEBI Circular No.

SEBI/HO/CFD/PoD2/P/CIR/2023/18 "Manner of
achieving Minimum Public Shareholding" dated 03^rd
February 2023 on Thursday, 25^th January 2024 and it
was undertaken in accordance with the circular bearing
reference number SEBI/HO/MRD/MRD-PoD-
3/P/CIR/2023/10 dated 10^th January, 2023 regarding
the "Comprehensive Framework on Offer for Sale
(OFS) of Shares through Stock Exchange Mechanism"
issued by the Securities and Exchange Board of India,
through the separate designated window of BSE
Limited.

The Shareholding of the Promoter and Promoter Group
in the Company has reduced to 75.00% of the total
Issued, Subscribed and Paid-up Equity Share Capital of
the Company.

All the necessary

compliances / submissions / intimations had
been made by the Company to the Stock
Exchange from time to time.

• The Company has entered into
"Memorandum of Understanding" (MOU)
on 02^nd July, 2024 with Saeed Ghodran
Group, a Company incorporated under the
laws of Saudi Arabia, having its registered
office at Prince Turki Street, Al Kurnaish
Dist. 2193, Al Khobar 34413, Saudi Arabia at
Al Khobar-KSA to establish a Joint Venture
Company in form of a Limited Liability
Company to invest in setting up a Factory to
Manufacture Bopp Woven Bags and Jumbo
Woven Bags.

No other material changes and commitments
have occurred after the close of the financial year
till the date of this report, which affect or is likely
to affect the financial position of the Company.

6. DIVIDEND

With a view to loss during the year under review,
the Directors are not recommending any dividend
for the year (Previous year Nil).

The Company on voluntary basis has adopted the
Dividend Distribution Policy and the said policy
is available on the website of the Company at
www.hpbl.in/investor.

There is no unclaimed/unpaid Dividend with the
meaning of the provisions of Section 125 of the
Companies Act, 2013.

7. TRANSFER TO RESERVES

For the financial year ended 31^st March, 2025, the
Company had not transferred any sum to the
reserve.

8. CHANGE IN NATURE OF BUSINESS

The Company continue to operate in mainly two
segments viz Woven Sack Division and Woven
Label Division and there has been no change in
the nature of Business of Company.

9. SHARE CAPITAL

Currently, the Company has two classes of shares:

(A) Equity Shares of face value of Rs. 10 each

(B) Preference Share capital of Rs. 100 each

The authorized share capital of the Company is Rs.
21,00,00,000/- divided into 1,60,00,000 equity shares of Rs.
10/- each. and 5,00,000 0.01% Cumulative Redeemable
Preference shares of Rs. 100/- each.

The Paid-up Share capital of the Company consist of only
Equity share capital of Rs. 10,67,48,370/- divided into
1,06,74,837 equity shares of Rs. 10 each.

There has been no change in the authorised, issued,
subscribed and paid-up Share Capital of the Company
during the year under review.

10. DEMATERIALIZATION OF SHARES

99.98% of the Company''s paid-up Equity Share
Capital is in dematerialized form as on 31^st March,
2025 and balance 0.02% is in physical form. The
Company''s Registrar is M/s. Bigshare Services
Pvt Ltd. having office at A-802, Samudra
Complex, Near Girish Cold Drinks, Off C. G.
Road, Navrangpura, Ahmedabad - 380009.

11. PUBLIC DEPOSITS

There was no outstanding deposit within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of the financial year 2024-25 or
the previous financial years. Your Company did not
accept any deposit during the year under review.

12. PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS

Particulars of Loans/Guarantees/Investments made
by the Company are provided in Note Nos. 4, 9 and 12
of the Notes to the Standalone Financial Statements.

13. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE
COMPANIES AND LLPS

The Company has formulated the policy for
determining material subsidiaries. The policy is
available on company''s website

www.hpbl.in/investor.

Pursuant to Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the
financial statement of the Company''s Subsidiary/Joint
Ventures/Associate Companies of the Company,
bringing out the highlights of their performance,
appears in Form AOC-1 at Annexure - A to this report.

The Board of HCP Plastene Bulkpack Limited or
its duly constituted committees also have
oversight at the affairs of subsidiary and regularly
review various information w.r.t. the subsidiary
companies that inter-alia includes:

• Review the financial statements;

• Review of material developments,
financial and operating performance and
strategies;

• Review of significant transactions or
arrangements entered into by the unlisted
subsidiaries;

• Review of utilisation of funds and details
of investment and advances by the
subsidiary;

• Prior recommendation on strategic / long¬
term investments, loans, guarantees,
acquisitions or disinvestment by
subsidiary;

• Noting of minutes of the board meeting
and;

• Noting of key internal audit findings.

14. TRANSFER OF UNDERTAKING BY WAY OF
A SLUMP SALE ON A GOING CONCERN
BASIS

During the year under review, there was no any
transfer of undertaking by way of a slump sale on
a going concern basis.

15. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the
Annual Listing Fees for the year 2025-2026 to BSE
Limited, Stock Exchange where the Company''s
shares are listed.

16. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report
for the year under review, as stipulated under the
SEBI Listing Regulations, is presented in section
forming part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As of 31^st March, 2025, Company''s Board had Six
Directors consisting of One Executive Director, One
Non-Executive Director, Four Independent Directors
The Board has One Woman Independent Director. The
details of Board and Committee Composition, Tenure
of Directors, areas of expertise and other details are
available in the Corporate Governance Report which
forms part of this Annual Report.

In accordance with the provisions of Section 152 of the
Act, read with rules made thereunder and Articles of
Association of the Company. Mr. Prakash Parekh (DIN:
00158264), Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM)
and being eligible offers himself for re-appointment.

During the year Ms. Khusboo Goyal had been resigned
as a Company Secretary and Compliance Officer of the
Company w.e.f. 20^th November, 2024 and Ms. Shweta
Jhawar had been appointed as a Company Secretary
and Compliance Officer of the Company w.e.f. 27^th
February, 2025.

Other changes in the Directors and KMPs were already
reported in previous Directors'' Report.

The Board recommends the appointment/re-
appointment of above Directors for your approval.
Brief details of Directors proposed to be appointed/re¬
appointed as required under Regulation 36 of the SEBI
Listing Regulations provided in the Notice of the
ensuing AGM.

18. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted requisite
declarations confirming that they (i) continue to meet
the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are Independent and (ii)
continue to comply with the code of conduct laid down
under Schedule IV of the Act. Details of the same have
also been provided in the report of Corporate
Governance, which forms part of this report.

The Directors have further confirmed that they are not
debarred from holding the office of Director under any
SEBI order or any other such authority.

19. COMMITTEES OF BOARD

As on the date of this report the Board has the
following Committees:

• Audit Committee

• Nomination and Remuneration
Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility

Committee

• Management Committee

All the recommendations made by the Board
Committees including the Audit Committee were
accepted by the Board.

20. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 5 (Five) times during
the year under review. The details of Board
Meetings and the attendance of the Directors are
provided in the Corporate Governance Report
which forms part of this Annual Report.

21. INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 12^th February,
2025 without the attendance of Non-Independent
Directors and Members of the Management. The
Independent Directors reviewed the performance
of Non-Independent Directors, the Committees
and the Board as a whole along with the
performance of the Chairman of the Company,
taking into account the view of Executive
Directors and assessed the quality, quantity, and
timeliness of flow of information between the
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

22. BOARD EVALUATION

The Board adopted a formal mechanism for
evaluating its performance and as well as that of
its Committees and Individual Directors
including the Chairman of the Board. The exercise
was carried out through a structured evaluation
process covering various aspects of the Boards
functioning such as composition of the Board and
Committees, experience and competences,
performance of specific duties and obligations,
contribution at the meetings and otherwise,
Independent Judgement, Governance Issues etc.

At the Board Meeting that followed the above
mentioned meeting of the Independent Directors, the
performance of the Board, its Committees and
Individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the
entire Board, excluding the Independent Directors
being evaluated.

23. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board has, on the recommendation of the NRC,
framed a Nomination, Remuneration and Board
Diversity Policy (''NRC Policy'') for selection,
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Employees and other matters as provided under
Section 178(3) of the Act read with Part D of Listing
Regulations. The remuneration paid to the Directors is
as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

The Nomination and Remuneration Policy is applicable
to all the Directors, Key Managerial Personnel and
Senior Management Personnel of the Company.

The Policy provides guidance on:

1. Selection and Nomination of Directors to the Board
of the Company;

2. Appointment of the Senior Management Personnel
of the Company; and

3. Remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel.

The said policy is available on the website of the
Company at www.hpbl.in.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
state the following:

a. That in the preparation of the Annual Financial
Statements, the applicable accounting standards
have been followed along with proper explanation
relating to material departures, if any;

b. That such accounting policies have been selected
and applied consistently and judgement and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2025 and
of the loss of the Company for the year ended on
that date;

c. That proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. That the Annual Financial Statements have
been prepared on a going concern basis;

e. That proper internal financial controls were in
place and that the financial controls were
adequate and were operating effectively;

f. That proper systems to ensure compliance
with the provisions of all applicable laws were
in place and were adequate and operating
effectively.

25. EMPLOYEE STOCK OPTION PLAN

The Company has neither granted any options
during the financial year 2024-25 under the
Plastene Group Employee Stock Option Plan-2022
nor formulated/approved other Employee Stock
Option Plan.

26. INTERNAL FINANCIAL CONTROLS
SYSTEM AND THEIR ADEQUACY

The Company has laid down an adequate system
of internal controls, policies and procedures for
ensuring orderly and efficient conduct of the
business including adherence to the Company''s
policies, safeguards of its assets, prevention and
detection of frauds and errors, accuracy and
completeness of the accounting records and
timely preparation of reliable financial disclosure.

27. RISK MANAGEMENT

The Board of your Company has adopted Risk
Management Plan to create and protect
Shareholder''s value by identifying and mitigating
major operating and external business risk.
Currently, the Board is responsible for reviewing
the risk management plan and ensuring its
effectiveness.

The Company recognizes that the emerging and
identified risks need to be managed and mitigated to (a)
protect its Shareholders and other Stakeholder''s
interest (b) achieve its Business Objectives and (c)
enable Sustainable Growth.

The details of various risks that are being faced by the
Company are provided in Management Discussion and
Analysis Report which forms part of this Report.

28. BOARD POLICIES

The details of the policies approved and adopted by the
Board as required under the Companies Act, 2013 and
Securities and Exchange Board of India (SEBI)
Regulations are provided in Annexure - B to this
report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and framed a CSR
Policy. The brief details of CSR Committee are
provided in the Corporate Governance Report which
forms part of this Annual Report. The updated CSR
Policy is available on the website of the Company at
www.hpbl.in.

The Chief Financial Officer of the Company has
certified that due to loss reported in the immediate
preceding financial year, the amount towards CSR
expenditure has not been required to spend for the
financial year 2024-2025 as per the provision of Section
135 of the Companies Act, 2013. Hence, your Company
has not spent any amount towards CSR expenditure in
view of loss.

The Annual Report on CSR activities is annexed to this
Report as Annexure -C.

30. CORPORATE GOVERNANCE REPORT

Company is committed to good Corporate
Governance practices. The Corporate Governance
Report, as stipulated by the SEBI Listing
Regulations, form part of this Annual Report
along with the required Certificate from Statutory
Auditors regarding compliance of the conditions
of Corporate Governance.

In compliance with Corporate Governance
requirements as per the SEBI Listing Regulations,
Company has formulated and implemented a
code of Business Conduct for all Board Members
and Senior Management Personnel of the
Company who have affirmed the compliance
thereto. The said code of conduct is available on
the website of the Company at www.hpbl.in.

31. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft
Annual Return as on 31^st March, 2025, prepared in
accordance with Section 92(3) of the Act is made
available on the website of the Company and can
be assessed using the link www.hpbl.in.

32. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Business Responsibility Report describing the
initiatives taken by the Company from an
environmental, social and governance perspective
is not applicable to your Company as per the
exemptions provided under SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

33. VIGIL MECHANISM

The Company has a Whistle Blower Policy which
lays down the process to convey genuine concerns
and seek resolution towards the same without
fear of retaliation.

A detailed update on the functioning of the
Whistle Blower Policy and weblink of the policy
has been provided in the Report on Corporate
Governance.

34. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided as Annexure - D of this Report.

35. RELATED PARTY TRANSACTION

All Contracts/ arrangements/ transactions entered by
the Company during the financial year with related
parties were in its ordinary course of business and on
an arm''s length basis. The relevant details with regard
to the Related Party Transactions are provided in
Annexure - E to this report.

The Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions as
approved by the Board is available on the Company''s
website and can be accessed at www.hpbl.in.

During the year under review, the policy on Materiality
of Related Party Transactions and on dealing with
Related Party Transactions was amended to align it
with the amendments in the Listing Regulations.

36. PARTICULARS OF EMPLOYEE

Information required under section 197(12) of the Act
read with Rule 5(1), 5(2), 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure -F to
this Report.

37. INTERNAL AUDITORS, AUDIT REPORT AND
COMPLIANCE

In terms of the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, M/s. BDO India
LLP was appointed as Internal Auditors of the
Company for the financial year 2024-25, who regularly
carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit
Committee at Committees'' meetings. After providing
due explanations, the Company adopts the final
suggestions and necessary effects are given in
accounting process and system of the Company. There
are no qualifications, reservations or adverse remarks
or disclaimer made by the Internal Auditors in their
Reports.

38. STATUTORY AUDITORS & THEIR REPORT

M/s. Ashok Dhariwal & Co., Chartered
Accountants, Ahmedabad (Firm Registration No.
100648W) were re-appointed as the Statutory
Auditor of the Company at the 38^th AGM held on
26^th September, 2022 to hold the office till the
conclusion of the 43^rd AGM to be held in year
2027.

The Statutory Auditor''s Report does not contain
any qualification, reservation, adverse remarks or
observations.

39. SECRETARIAL AUDITOR AND THEIR
REPORT

M/s. SCS & Co. LLP, Practicing Company
Secretaries, was appointed as the Secretarial
Auditor for the financial year ended 31^st March,
2025. The Secretarial Auditor have furnished their
report annexed as Annexure - G to this report.

Further, in compliance with Regulation 24A of the
Listing Regulations, the Annual Secretarial
Compliance Report issued by the Secretarial
Auditor was submitted to the Stock Exchange(s)
within the statutory timelines.

According to the Secretarial Audit Report and the
Annual Secretarial Compliance Report, the
following observations were made and
management responded accordingly.

Observation of Secretarial Auditor	Management Reply
Clarification from BSE regarding significant movement in price	The Company submitted the clarification on July 26, 2024.
Non-compliance of Regulation 23(9) of SEBI LODR Regulation as there was delay in submission of related party transaction details for the half year ended on September 30,2024	The Company gives its assurance to ensure timely disclosures in the future.
The Company has not complied with the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as the outcome of the Board meeting and were not submitted within the prescribed timeline.	The Company gives its assurance to ensure timely disclosures in the future and to avoid recurrence of such non compliance

The Board of Directors has appointed M/ s. SCS & Co. LLP,
Practicing Company Secretaries to conduct the Secretarial
Audit of the Company for the FY 2024-25. They have
confirmed their eligibility for the said re-appointment.

40. COST AUDITOR AND THEIR REPORT

Provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company during
the financial year under review.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a code of prevention of
Insider Trading with a view to regulate trading in
Securities by the Directors and the Designated Persons
of the Company. The code requires pre-clearance for
dealing in the Company''s Shares and prohibits the
purchase or sale of Company''s Shares by the Directors
and Designated Persons while in possession of
unpublished price sensitive information in relation to
the Company and during the period when the Trading
Window is closed.

During the period under review, the Company
Secretary and Compliance Officer of the Company has
given Pre-clearance to the Promoter and Promoter
Group to sale of Shares/Securities of the Company in
the Open Market to comply with the Minimum Public

42. SIGNIFICANT AND MATERIAL ORDER

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

43. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory
Auditors and Secretarial Auditor have not
reported any instances of fraud committed against
Company by its officers or employees to the Audit
Committee or the Board under Section 143(12) of
the Act.

44. SECRETARIAL STANDARD

During the year under review, Company has
complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2
issued by the Institute of Company Secretary of
India.

45. INSURANCE

Company has taken appropriate insurance for all
assets against foreseeable perils.

46. PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE

As per the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made
thereunder, Company has constituted Internal
Complaints Committees (ICs) at all relevant
locations across India to consider and resolve the
complaints related to sexual harassment. The ICs
includes external members with relevant
experience. The ICs presided by senior women,
conduct the investigations and make decisions at
the respective locations. The ICs also work
extensively on creating awareness on relevance of
sexual harassment issues, including while
working remotely.

During the year under review, there were no
complaints pertaining to sexual harassment.

Shareholding (MPS) requirements as per Rule 19(2) and
Rule 19A of the Securities Contracts (Regulation) Rules,
1957, Regulation 31 of SEBI (ICDR) Regulations, 2018
and Regulation 38 of SEBI (LODR) Regulations, 2015 (as
amended from time to time).

47. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, neither any application
was made nor any proceedings were pending under
Insolvency and Bankruptcy Code, 2016.

48. ACKNOWLEDGEMENT

Your Director place on record their sincere thanks to
bankers, business associates, consultants, employees
and various Government Authorities for their
continued support extended to your Company''s
activities during the year under review. Your Director
also acknowledge gratefully the Shareholders for their
relentless support and confidence reposed on the
Company.

For and on behalf of the Board of Directors
HCP Plastene Bulkpack Limited

Sd/-
Anil Goyal
Chairman

Date: 25^th August, 2025
Place: Ahmedabad

---

Mar 31, 2024

Your Directors are pleased to present the 40th Annual Report on the business performance and operations of your Company together with the Audited Financial Statements and the Auditor''s Report for the financial year ended 31st March, 2024. The consolidated performance of the Company and its Subsidiary and Joint Venture has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized Financial Results of the Company for the period ended 31^st March, 2024 are as follows:

('' In Lakh)
	Standalone		Consolidated
	2023-24	2022-23 ¦	2023-24	2022-23
Revenue from Operation	4554.91	4839.53	29455.55	35151.97
Other Income	126.51	23.47	256.07	36.29
Total Income	4681.44	4863.00	29711.62	35188.26
Less - Expense for Cost of Material, Purchase of Stock in Trade, Change in Inventories, Employee benefit and other expenses	4427.40	4928.64	27789.00	33411.05
Profit / (Loss) before Interest, Depreciation & Taxation (EBDITA)	254.02	-65.64	1922.62	177/.21
Less: Finance Cost	357.04	333.66	1173.00	9 39.50
Less: Depreciation	269.43	3 3 3.89	729.71	7 38.7 3
Add: Extraordinary items	0.00	0.00	0.00	0.00
Add: Exceptional items	0.00	19.50	0.06	19.50
Profit / (1 oss) Before Prior Period and lax (PBI)	-372.45	7 13.69	19.99	118.48
1 ess: Prior Period Item	0.00	0.00	0.00	0.00
1 ess: Provision for fixation	0.00	0.00	0.00	0.00
C urrent Tax	0.00	0.00	85.92	202.16
Tax for larlier Years	0.00	0.00	-9.01	1.99
Deferred Tax	-96.07	1/8.69	-87.73	161.81
Profit / (1 oss) after Tax (P/A )	-276.38	5 35.00	30.81	76.14
Total Comprehensive Income for the year	13.41	4.74	8.91	32.30
Total Comprehensive Income for the period	-262.97	5 30.25	39.72	108.44
Profit attributable to Owners of the Company	-262.97	5 30.25	-107.56	202.40
Non-Controlling interest	0.00	0.00	147.28	310.84
Earning Per shares
Basic	-2.59	5.18	0.37	1.06
Diluted	-2.59	5.18	0.37	1.01

2. BUSINESS SEGMENT:

The Company mainly operate in two division viz Woven Sack Division and Woven Label Division in which Company derives its sales through manufacturing PP Febric, PP webbing, PP Yarn and small and jumbo bags, Jaquard Labels. The Company has strong global presence and also cater the need of international market by doing job work.

BUSINESS PERFORMANCE:STANDALONE:

During the current period, your Company has total revenue of '' 4554.91 Lakhs as against '' 4839.53 Lakhs in the previous year. The Company has Loss of '' -276.38 Lakhs as compared to the Loss of '' -535.00 Lakhs in the previous year. The Company will continue to pursue expansion in domestic market and

international market by utilizing the resources effectively and thereby expect to achieve profitability.

CONSOLIDATED:

During the current period, your Company has total revenue of '' 29455.55 Lakhs as against '' 35151.97 Lakhs in the previous year. The Company has profit of '' 30.81 Lakhs as compared to the profit of '' 76.14 Lakhs in the previous year. In the near future, the Company expects to achieve more growth.

4. FUTURE OUTLOOK

Though the base of the operations your Company is low as we are largely doing job work as against the direct sales, we are continuously working on achieving better capacity utilizations and generating direct sales in the Company as against job work model thereby improving top line as well as bottom line. For this, we are in the process of taking all the necessary steps including arranging required working capital. Further, we are also exploring new sales geography and working on opportunities of expanding product portfolio. We are optimistic about the overall demand of our products.

5. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

• During the year under review, being immediate relative of Promoter, Mrs. Vanitha Parasmull had acquired 60,000 Equity Shares of the Company from Mrs. Madhu Parekh, Promoter of the Company on 06^th April, 2023 without consideration i.e. by way of executing a Deed of Gift. By virtue of this Inter-Se transfer Mrs. Vanitha Parasmull became Promoter Group of the Company.

All the necessary compliances/submissions/intimations related to this Inter-se Transfer had been made by the Transferor, Transferee and Company to the Stock Exchange and Board from time to time as per SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading), Regulations, 2015.

• The Company has floated a Limited Liability Partnership (LLP) in Malaysia in the name of "HCP Plastene Bulkpack PLT" on 12^th July, 2023 with 60% stake with an investment of INR 5.51 Lakhs (RM 30,000). The object of floating an LLP in Malaysia is to explore FIBC and other related product markets in Malaysia and other Asia-Pacific Countries.

• The Company has complied with the Minimum Public Shareholding (MPS) requirements mandated under Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 ("SCRR") read with regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") via using various method(s) i.e. Offer for Sale (OFS) mentioned in the SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 "Manner of achieving Minimum Public Shareholding" dated 03^rd February 2023 on Thursday, 25^th January 2024 and it was undertaken in accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated 10^th January, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism" issued by the Securities and Exchange Board of India, through the separate designated window of BSE Limited.

The Shareholding of the Promoter and Promoter Group in the Company has reduced to 75.00% of the total Issued, Subscribed and Paid-up Equity Share Capital of the Company.

All the necessary compliances/submissions/intimations had been made by the Company to the Stock Exchange from time to time.

• The Company has entered into "Memorandum of Understanding" (MOU) on 02^nd July, 2024 with Saeed Ghodran Group, a Company incorporated under the laws of Saudi Arabia, having its registered office at Prince Turki Street, Al Kurnaish Dist. 2193, Al Khobar 34413, Saudi Arabia at Al Khobar-KSA to establish a Joint Venture Company in form of a Limited Liability Company to invest in setting up a Factory to Manufacture Bopp Woven Bags and Jumbo Woven Bags.

No other material changes and commitments have occurred after the close of the financial year till the date of this report, which affect or is likely to affect the financial position of the Company.

6. DIVIDEND

With a view to loss during the year under review, the

Directors are not recommending any dividend for the year

(Previous year Nil).

The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at www.hpbl.in/investor.

There is no unclaimed/unpaid Dividend with the meaning of the provisions of Section 125 of the Companies Act, 2013.

7. TRANSFER TO RESERVES

For the financial year ended 31^st March, 2024, the Company had not transferred any sum to the reserve.

8. CHANGE IN NATURE OF BUSINESS

The Company continue to operate in mainly two segments viz Woven Sack Division and Woven Label Division and there has been no change in the nature of Business of Company.

9. SHARE CAPITAL

Currently, the Company has two classes of shares:

(A) Equity Shares of face value of '' 10 each

(B) Preference Share capital of '' 100 each

The authorized share capital of the Company is '' 21,00,00,000/-divided into 1,60,00,000 equity shares of '' 10/- each. and 5,00,000 0.01% Cumulative Redeemable Preference shares of '' 100/- each.

The Paid-up Share capital of the Company consist of only Equity share capital of '' 10,67,48,370/- divided into 1,06,74,837 equity shares of '' 10/- each.

There has been no change in the authorised, issued, subscribed and paid-up Share Capital of the Company during the year under review.

10. DEMATERIALIZATION OF SHARES

99.98% of the Company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024 and balance 0.02% is in physical form. The Company''s Registrar is M/s. Bigshare Services Pvt Ltd. having office at A-802, Samudra Complex, Near Girish Cold Drinks, Off C. G. Road, Navrangpura, Ahmedabad - 380009.

11. PUBLIC DEPOSITS

There was no outstanding deposit within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS

Particulars of Loans/Guarantees/Investments made by the Company are provided in Note Nos. 4, 9 and 12 of the Notes to the Standalone Financial Statements.

13. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLPS

During the year under review, The Company has floated a Limited Liability Partnership (LLP) in Malaysia in the name of

"HCP Plastene Bulkpack PLT" on 12^th July, 2023 with 60% stake with an investment of INR 5.51 Lakhs (RM 30,000). Further, the Company is planning to expand the business by incorporating subsidiary in United Arab Emirates.

The Company has formulated the policy for determining material subsidiaries. The policy is available on company''s website www.hpbl.in/investor.

Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Company''s Subsidiary/Joint Ventures/ Associate Companies of the Company, bringing out the highlights of their performance, appears in Form AOC-1 at Annexure - A to this report.

The Board of HCP Plastene Bulkpack Limited or its duly constituted committees also have oversight at the affairs of subsidiary and regularly review various information w.r.t. the subsidiary companies that inter-alia includes:

• Review the financial statements;

• Review of material developments, financial and operating performance and strategies;

• Review of significant transactions or arrangements entered into by the unlisted subsidiaries;

• Review of utilisation of funds and details of investment and advances by the subsidiary;

• Prior recommendation on strategic/ long-term investments, loans, guarantees, acquisitions or disinvestment by subsidiary;

• Noting of minutes of the board meeting and;

• Noting of key internal audit findings.

14. TRANSFER OF UNDERTAKING BY WAY OF A SLUMP SALE ON A GOING CONCERN BASIS

During the year under review, there was no any transfer of undertaking by way of a slump sale on a going concern basis.

15. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited, Stock Exchange where the Company''s shares are listed.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in section forming part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March, 2024, Company''s Board had Six Directors consisting of One Executive Director, One Non-Executive Director, Four Independent Directors. The Board has One Woman Independent Director. The details of Board and Committee Composition, Tenure of Directors, areas of

expertise and other details are available in the Corporate Governance Report which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company. Mr. Prakash Parekh (DIN: 00158264), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

During the year, Mr. Judhisthir Behera had resigned from the post of Independent Director of the Company w.e.f. 04^th August, 2023.

During the year, Ms. Khusboo Goyal had been appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 07^th November, 2023.

During the year, Mr. Bhaveshkumar Jain (DIN: 07087023) had resigned from the post of Executive Director and Chief Financial Officer of the Company w.e.f. 16^th December, 2023 and Mr. Dhrumil Shah has been appointed as a Chief Financial Officer of the Company w.e.f. 14^th March, 2024.

Other changes in the Directors and KMPs were already reported in previous Directors'' Report.

The Board recommends the appointment/re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/re-appointed as required under Regulation 36 of the SEBI Listing Regulations provided in the Notice of the ensuing AGM.

18. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are Independent and (ii) continue to comply with the code of conduct laid down under Schedule IV of the Act. Details of the same have also been provided in the report of Corporate Governance, which forms part of this report.

The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or any other such authority.

19. COMMITTEES OF BOARD

As on the date of this report, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Management Committee

All the recommendations made by the Board Committees including the Audit Committee were accepted by the Board. The mandatory details of Composition, Meetings and the attendance are provided in the Corporate Governance Report which forms part of this Annual Report.

20. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 6 (Six) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

21. INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 12^th February, 2024 without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the view of Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

22. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competences, performance of specific duties and obligations, contribution at the meetings and otherwise, Independent Judgement, Governance Issues etc.

At the Board Meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

23. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board has, on the recommendation of the NRC, framed a Nomination, Remuneration and Board Diversity Policy (''NRC Policy'') for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees and other matters as provided under Section 178(3) of the Act read with Part D of Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy is applicable to all the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Policy provides guidance on:

1. Selection and Nomination of Directors to the Board of the Company;

2. Appointment of the Senior Management Personnel of the Company; and

3. Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The said policy is available on the website of the Company at www.hpbl.in.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the loss of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Annual Financial Statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25. EMPLOYEE STOCK OPTION PLAN

The Plastene Group Employee Stock Option Plan-2022 was framed with an object of encouraging higher participation on the part of employees in the Company''s growth and success. An effective stock option scheme enables retention of talent and aligning employee interest to that of the shareholders.

As per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, the following are the details of the Employees Stock Option Scheme for the period under report:

	The
Options Options Options Options exercise granted vested exercised lapsed
	price
Nil	Nil Nil 24200 NA
Employee wise details of Options granted to
(i)	Key Managerial Personnel NA
(ii)	any other employee who receives a grant of NA options in any one year of option amounting to five percent or more of options granted during that year
(iii) identified employees who were granted option, NA during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

There has been no material change in the Plastene Group Employee Stock Option Plan-2022 during Financial Year 2023-24.

26. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business including adherence to the Company''s policies, safeguards of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosure.

27. RISK MANAGEMENT

The Board of your Company has adopted Risk Management Plan to create and protect Shareholder''s value by identifying and mitigating major operating and external business risk. Currently, the Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its Shareholders and other Stakeholder''s interest (b) achieve its Business Objectives and (c) enable Sustainable Growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report which forms part of this Report.

28. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) Regulations are provided in Annexure - B to this report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report. The updated CSR Policy is available on the website of the Company at www.hpbl.in.

The Chief Financial Officer of the Company has certified that due to loss reported in the immediate preceding financial year, the amount towards CSR expenditure has not been required to spend for the financial year 2023-2024 as per the provision of Section 135 of the Companies Act, 2013. Hence, your Company has not spent any amount towards CSR expenditure in view of loss.

The Annual Report on CSR activities is annexed to this Report as Annexure -C.

30. CORPORATE GOVERNANCE REPORT

Company is committed to good Corporate Governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, form part of this Annual Report along with the required Certificate from Statutory Auditors regarding compliance of the conditions of Corporate Governance.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, Company has formulated and implemented a code of Business Conduct for all Board Members and Senior Management Personnel of the Company who have affirmed the compliance thereto. The said code of conduct is available on the website of the Company at www.hpbl.in.

31. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2024, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link www.hpbl.in.

32. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your Company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

33. VIGIL MECHANISM

The Company has a Whistle Blower Policy which lays down the process to convey genuine concerns and seek resolution towards the same without fear of retaliation.

A detailed update on the functioning of the Whistle Blower Policy and weblink of the policy has been provided in the Report on Corporate Governance.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure - D of this Report.

35. RELATED PARTY TRANSACTION

All Contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. The relevant details with regard to the Related Party Transactions are provided in Annexure - E to this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at www.hpbl.in.

During the year under review, the policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended to align it with the amendments in the Listing Regulations.

36. PARTICULARS OF EMPLOYEE

Information required under section 197(12) of the Act read with Rule 5(1), 5(2), 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure -F to this Report.

37. INTERNAL AUDITORS, AUDIT REPORT AND COMPLIANCE

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. BDO India LLP was appointed as Internal Auditors of the Company for the financial year 2023-24, who regularly carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit Committee at Committees'' meetings. After providing due explanations, the Company adopts the final suggestions and necessary effects are given in accounting process and system of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors in their Reports.

38. STATUTORY AUDITORS & THEIR REPORT

M/s. Ashok Dhariwal & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 100648W) were reappointed as the Statutory Auditor of the Company at the 38^th AGM held on 26^th September, 2022 to hold the office till the conclusion of the 43^rd AGM to be held in year 2027.

The Statutory Auditor''s Report does not contain any qualification, reservation, adverse remarks or observations.

39. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. Alpesh Vekariya & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor for the financial year ended 31^st March, 2024. The Secretarial Auditor have furnished their report annexed as Annexure - G to this report.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchange(s) within the statutory timelines.

According to the Secretarial Audit Report and the Annual Secretarial Compliance Report, the following observations were made and management responded accordingly.

Observation of Secretarial Auditor	Management Reply
Non-submission Already submitted in PDF format of Intimation of within stipulated time to Stock Resignation of Exchange as required. Further Independent Director in assured that, henceforth it shall XBRL mode. also file the same in XBRL format.
Non-submission Already submitted in PDF format of Intimation of within stipulated time to Stock Resignation of Exchange as required. Further Company Secretary and assured that, henceforth it shall Compliance Officer in also file the same in XBRL format. XBRL mode.
Non-submission Already submitted in PDF format of Intimation of within stipulated time to Stock Appointment of Exchange as required. Further Independent Director in assured that, henceforth it shall XBRL mode. also file the same in XBRL format.
Late submission of announcement of appointment of Company Secretary and Compliance Officer of the Company in XBRL mode.	The Company has been submitted the same on 10th November, 2023 to the Stock Exchange.
Non-submission of Already submitted in PDF format Notice of Annual within stipulated time to Stock General Meeting for the Exchange as required. Further Financial Year 2022-23 in assured that, henceforth it shall XBRL mode. also file the same in XBRL format.
Delay in compliance with Minimum Public Shareholding (MPS) requirement.	Based on the Stock Exchange email dated 22nd July, 2024 regarding "Partial waiver of fine levied pursuant to SEBI Circular CFD/CMD/CIR/P/2017/115 dated October 10, 2017", Company has paid fine amount of Rs. 2,47,800/-within stipulated time granted by the Exchange.

Observation of Secretarial Auditor	Management Reply
Non-submission of form The Company has approached ODI with RBI. to the Bank in time. However due to miscommunication & transcriptional issue, it''s got delay. The Company has taken necessary steps from starting and following up continuously for the matter.

The Board of Directors has re-appointed M/s. Alpesh Vekariya & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the FY 2024-25. They have confirmed their eligibility for the said re-appointment.

40. COST AUDITOR AND THEIR REPORT

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a code of prevention of Insider Trading with a view to regulate trading in Securities by the Directors and the Designated Persons of the Company. The code requires pre-clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company''s Shares by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

During the period under review, the Company Secretary and Compliance Officer of the Company has given Pre-clearance to the Promoter and Promoter Group to sale of Shares/ Securities of the Company in the Open Market to comply with the Minimum Public Shareholding (MPS) requirements as per Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957, Regulation 31 of SEBI (ICDR) Regulations, 2018 and Regulation 38 of SEBI (LODR) Regulations, 2015 (as amended from time to time).

42. SIGNIFICANT AND MATERIAL ORDER

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

43. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against Company by its officers or employees to the Audit Committee or the Board under Section 143(12) of the Act.

44. SECRETARIAL STANDARD

During the year under review, Company has complied with all the applicable provisions of Secretarial Standard-1 and

Secretarial Standard-2 issued by the Institute of Company Secretary of India.

45. INSURANCE

Company has taken appropriate insurance for all assets against foreseeable perils.

46. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, Company has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, there were no complaints pertaining to sexual harassment.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

48. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the Shareholders for their relentless support and confidence reposed on the Company.

---

Mar 31, 2023

The Directors are pleased to present the 39^th Annual Report on the business performance and operations of your company together with the Audited Financial Statements and the Auditor''s Report for the financial year ended 31^st March, 2023. The consolidated performance of the company and its subsidiary has been referred to whenever required

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the company for the period ended 31^st March,2023 are as follows:

(Rs. In Lakh)
	Standalone		Consolidated
	2022-23	2021-22 ¦	2022-23	2021-22
Revenue from Operation	4839.53	4932.64	35151.97	11219.74
Other Income	23.47	16.42	36.29	64.62
Total Income	4863.00	4949.06	35188.26	11284.36
Less- Exp. for Cost of Material, Purchase of Stock In Trade, Change in Inventories, Employee benefit, and other expenses	4928.64	4642.65	33411.05	10686.25
Profit /(Loss) before Interest, Depreciation & Taxation (EBDITA)	-65.64	306.41	1777.21	598.11
Less: Finance Cost	333.66	328.82	939.50	389.84
Less: Depreciation	333.89	465.86	738.73	525.41
Add: Extraordinary items	0.00	0.00	0.00	0.00
Add: Exceptional items	19.50	0.00	-19.50	0.00
Profit /(Loss) Before Prior Period and Tax (PBT)	-713.69	-488.27	118.48	-317.14
Less Prior Period Item	0.00	0.00	0.00	0.00
Less: Provision for Taxation	0.00	0.00	0.00	0.00
Current Tax	0.00	0.00	202.16	48.33
Tax for Earlier Years	0.00	0.00	1.99	0.00
Deferred Tax	-178.69	-120.53	-161.80	-119.29
Profit (Loss) after Tax (PAT)	-535.00	-367.74	76.13	-246.18
Total Comprehensive income for the year	4.74	0.00	32.30	0.00
Total Comprehensive Income for the period	-530.26	-367.74	108.43	-246.18
Profit attributable to Owners of the company	-530.26	-367.74	-202.42	-304.71
Non-Controlling interest	0.00	0.00	310.84	59.77
Earning Per shares
Basic	-5.18	-3.59	1.06	-2.41
Diluted	-4.96	-3.59	1.01	-2.41

2. BUSINESS SEGMENT:

The Company mainly operate in two division viz Woven Sack Division and Woven Label Division in which company derives its sales through manufacturing PP Febric, PP webbing, PP Yarn and small and jumbo bags, Jaquard Labels. The company has strong global presence and also cater the need of international market by doing iob work.

3. BUSINESS PERFORMANCE:

STANDALONE:

During the current period, your company has total revenue of '' 4839.53 Lakhs as against '' 4932.64 Lakhs in the previous year. The Company has Loss of '' -535.00 Lakhs as compared to the Loss of '' -367.74 Lakhs in the previous year. The company will continue to pursue expansion in domestic market and

international market by utilizing the resources effectively and thereby expect to achieve profitability.

CONSOLIDATED:

During the current period, your company has total revenue of '' 35151.97 Lakhs as against '' 11219.74 Lakhs in the previous year. The Company has profit of '' 76.14 Lakhs as compared to the Loss of '' -244.95 Lakhs in the previous year. In the near future, the company expects to achieve more growth.

4. FUTURE OUTLOOK:

Though the base of the operations your company is low as we are largely doing job work as against the direct sales, we are continuously working on achieving better capacity utilizations and generating direct sales in the company as against job work model thereby improving top line as well as bottom line. For this, we are in the process of taking all the necessary steps including arranging required working capital. Further, we are also exploring new sales geography and working on opportunities of expanding product portfolio. We are optimistic about the overall demand of our products.

5. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

The Hon''ble National Company Law Tribunal, Ahmedabad Bench ("NCLT"), vide its order dated August 07, 2020, approved the Resolution Plan submitted by the Plastene India Limited under Section 31 of the Insolvency and Bankruptcy Code, 2016.

During the year under review the company has issued 4,41,000 equity shares having value of '' 600 each aggregating to '' 2646 Lakh on a right basis and thereby dilute the promoter holding from 92.83 to 88.99 and the company.

The Company is taking necessary steps in due course and shall take shall take all required steps to comply with the minimum public shareholding requirements as per Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957, Regulation 31 of SEBI (ICDR) Regulations,2018 and Regulation 38 of SEBI (LODR) Regulations, 2015 (as amended from time to time).

Based on the application dated 21^st June, 2021 regarding the reclassification of promoter shareholders under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements), the Company has received approval for the reclassification of old promoters to public on 2^nd May, 2023.

6. DIVIDEND

With a view to loss during the year under review, the directors are not recommending any dividend for the year (Previous year Nil).

The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at www.hpbl.in/investor.

There is no unclaimed/unpaid Dividend with the meaning of the provisions of Section 125 of the Companies Act, 2013.

7. TRANSFER TO RESERVES

For the financial year ended 31^st March,2023, the Company had not transferred any sum to the reserve.

8. CHANGE IN NATURE OF BUSINESS

The Company continue to operate in mainly two segments viz Woven Sack Division and Woven Label Division and there has been no change in the nature of Business of Company.

9. SHARE CAPITAL

Currently, the Company has two classes of shares:

(A) Equity Shares of face value of '' 10 each

(B) Preference Share capital of '' 100 each

The authorized share capital of the company is '' 21,00,00,000/ - divided into 1,60,00,000 equity shares of '' 10/- each. and 5,00,000 0.01% Cumulative Redeemable Preference shares of '' 100/- each.

The Paid- up Share capital of the company consist of only Equity share capital of '' 10,67,48,370/- divided into 1,06,74,837 equity shares of '' 10 each.

10. RIGHT ISSUE OF SHARES

During the year under review, company has issued 4,41,000 equity shares having value of '' 600 each aggregating to '' 2646 Lakh on a right basis.

11. DEMATERIALIZATION OF SHARES

99.98% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023 and balance

0.02% is in physical form. The company''s Registrar are M/s Bigshare Services Pvt Ltd. having office at A-802, Samudra Complex, Near Klassic Gold Hotel, Off C.G Road, Navrangpura, Ahmedabad - 380009

12. FIXED DEPOSITS

There were no outstanding deposit within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2022-23 or the previous financial years. Your company did not accept any deposit during the year under review.

13. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS

During the year under review the company has provided Guarantee to the subsidiary company (K.PWoven Private Limited) as per details provided in financial statements whereas the company has not provided any loan or made any investment.

14. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLPS

During the year under review, The Company has only one subsidiary K.PWoven Private Limited. Further, the company is planning to expand the business by incorporating subsidiary in United Arab Emirates and Malaysia.

The Company has formulated the policy for determining material subsidiaries. The policy is available on company''s website www.hpbl.in/investor.

Pursuant to Rule 5 of the Companies (Accounts) Rules,2014, a statement containing the salient features of the financial statement of the Company''s subsidiary/Joint ventures/ associate companies of the company, bringing out the highlights of their performance, appears in Form AOC-1 at Annexure-A to this report

The Board of HCP Plastene Bulkpack Limited or its duly constituted committees also have oversight at the affairs of subsidiary and regularly review various information w.r.t the subsidiary companies that inter-alia includes:

• Review the financial statements;

• Review of material developments, financial and operating performance and strategies;

• Review of significant transactions or arrangements entered into by the unlisted subsidiaries;

• Review of utilisation of funds and details of investment and advances by the subsidiary;

• Prior recommendation on strategic/ long-term

investments, loans, guarantees, acquisitions or disinvestment by subsidiary;

• Noting of minutes of the board meeting and;

• Noting of key internal audit findings.

15. TRANSFER OF UNDERTAKING BY WAY OF A SLUMP SALE ON A GOING CONCERN BASIS

In order to increase the company''s production and increase its efficiency the Audit committee and the Board approved the

transfer of Net Assets of Oswal Extrusion Limited- Unit 1 on Slump Sale on Going Concern Basis.

16. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Company''s shares are listed.

17. DEMATERIALIZATION OF SHARES

99.98% of the company''s paid up Equity Shares Capital is in dematerialized form as on 31^st March, 2023 and balance 0.018% is in physical form. The Company''s Registrar are Bigshare Services Private Limited, having their office at A-802, Samudra Complex, Near Klassic Gold Hotel, off C.G Road, Navrangpura, Ahmedabad - 380009

18. MANAGEMENT DISCUSSIOON AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in section forming part of this Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March, 2023 , Company''s Board had Seven members consisting of Two Executive Directors , One Non-Executive Director, Two Independent Directors. The Board has one woman Independent Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company. Mr. Anil Goyal (DIN: 03071035) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself.

The tenure of Mr. Prakash Parekh as a Managing Director of the company will expire on 29^th October, 2023. The Nomination and Remuneration Committee and the Board of Directors at their respective meeting held on 31^st August,2023 recommended and approved the re-appointment to Mr. Prakash Parekh as a Managing Director of the company for a further period of 3 (Three) years w.e.f 1^st November, 2023, subject to approval of Members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

Mr. Ranjeet Mal Kastia was appointed as an additional independent director of the Company w.e.f. August 31, 2023 and Pursuant to section 160 of the Companies Act, 2013, the Company has received recommendations from the Nomination and remuneration committee for proposing the appointment Mr. Ranjeet Mal Kastia as an Independent Director for a term of five years w.e.f August 31, 2023.

During the year Mrs. Deepti Sharma had resigned form the post of Independent Director on 6^th December, 2022.

Mr. Dipesh Panchal had resigned from the Post of Company Secretary and Compliance officer of the Company w.e.f. 9^th August, 2023

The Board recommends the appointment/ re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations provided in the Notice of the ensuing AGM.

20. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are Independent, and (ii) continue to comply with the code of conduct laid down under Schedule IV of the Act. Details on the same have also been provided in the report of corporate governance, which forms part of this report.

The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

21. COMMITTEES OF BOARD

As on the date of this report the Board has the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder Relationship Committee

• Management Committee

All the recommendations made by the Board committees, including the Audit Committee, were accepted by the Board.

22. NUMBER OF MEETING OF THE BOARD

The board of Directors met 5 (five) times during the year under review, The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

23. INDEPENDENT DIRECTOR''S MEETING

The independent Director met on 28^th March, 2023 without the attendance of Non-independent Directors and members of the management. The independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the company, taking into account the view of Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

24. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competences, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

At the Board Meeting that followed the above mentioned meeting of the Independent Directors , the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

25. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board has on the recommendation of the NRC, framed a Nomination Remuneration and Board Diversity Policy (''NRC Policy'') for selection, appointment and remuneration of directors, key managerial personnel and senior management employees and other matters as provided under Section 178(3) of the Act read with Part D of Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the company.

The Nomination and Remuneration policy is applicable to all the directors, Key managerial Personnel and Senior Management Personnel of the Company.

The Policy provides guidance on:

1. Selection and Nomination of Directors to the Board of the Company;

2. Appointment of the Senior Management Personnel of the Company; and

3. Remuneration of Directors, Key Managerial Personnel and senior management personnel.

The said policy is available on the website of the Company at www.hpbl.in.

26. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

as at 31^st March,2023 and of the loss of the company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. That the Annual Financial Statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. EMPLOYEE STOCK OPTION PLAN

During the year under review the company has formulated the Plastene Group Employee Stock Option Plan-2022 and also approved to offer, issue and allot at any time not exceeding 2,50,000 equity shares at '' 10 each in one or more tranches on such terms and conditions as may be fixed by the Nomination and Remuneration Committee. However The company has granted 95,050 options during the year.

28. I NTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguards of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosure. The disclosure in compliance with the SEBI ESOP Regulations is available on the Company''s website at htpp:/www.hpbl.in/investor.

In compliance with the requirements of the SEBI ESOP Regulations, a certificate from the secretarial auditor , confirming implementation on the Scheme in accordance with the said regulations and shareholders'' resolution is uploaded on the website of the company at htpp:/www.hpbl. in/investor. The certificate will also be available for electronic inspection by the members during the AGM of the Company.

29. RISK MANAGEMENT

The Board of your company has adopted Risk Management Plan to create and protect shareholders value by identifying and mitigating major operating, and external business risk. Currently the board is responsible for reviewing the risk management plan and ensuring its effectiveness. The company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholder''s interest (b) achieve its business objectives and (c) enable sustainable growth.

The details of various risks that are being faced by the company are provided in Management Discussion and Analysis Report, which forms part of this Report.

30. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure -B to this report.

31. CORPORATE SOCIAL RESPONSIBILITY ( )

Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy. The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The updated CSR Policy is available on the website of the company at www. hpbl.in. The Annual Report on CSR activities is annexed to this Report as Annexure- C.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the company for the financial year 2022-2023 has been utilized for the purpose and in the manner approved by the Board.

32. CORPORATE GOVERNANCE REPORT

Company is committed to good corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, form part of this Annual Report along with the required Certificate from Statutory Auditors regarding compliance of the conditions of corporate governance.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, company has formulated and implemented a code of Business Conduct for all Board members and senior management personnel of the company who have affirmed the compliance thereto. The said code of conduct, is available on the website of the company at www.hpbl.in.

33. ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the company and can be assessed using the link www.hpbl.in.

34. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

35. VIGIL MECHANISM

The Company has a Whistle Blower Policy, which lays down the process to convey genuine concerns and seek resolution towards the same without fear of retaliation.

A detailed update on the functioning of the Whistle Blower Policy and weblink of the policy has been provided in the Report on Corporate Governance.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this Report.

37. RELATED PARTY TRANSACTION

All Contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. The relevant details with regard to the Related Party Transactions is provided in Annexure-E to this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the company''s website and can be accessed at www.hpbl.in.

During the year under review, the policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended to align it with the amendments in the Listing Regulations.

38. PARTICULARS OF EMPLOYEE

Information required under section 197(12) of the Act read with Rule 5(1), 5(2), 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-F to this Report.

39. STATUTORY AUDITORS & THEIR REPORT

M/s. Ashok Dhariwal & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 100648W) were reappointed as the Statutory Auditor of the company at the 38^th AGM held on 26^th September, 2022, to hold the office till the conclusion of the 43^rd AGM to be held in year 2027

The Statutory Auditor''s Report does not contain any qualification, reservation, adverse remarks or observations.

40. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. Alpesh Vekariya & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor for the financial year ended 31^st March, 2023. The Secretarial Auditor have furnished their report annexed as Annexure-G to this report.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report

issued by the Secretarial Auditor, was submitted to the stock exchanges within the statutory timelines.

According to the Secretarial Audit Report and the Secretarial Compliance Report, the following observations were made and management responded accordingly

Observation of Secretarial Auditor	Management Reply
Delay in submission of Disclosure of Related Party Transactions under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the half year ended 31st March, 2022 to the Stock Exchange. The Company has paid fine levied by the Stock Exchange.	The Management has taken note of the same and paid fine levied by the Stock Exchange
Delay in intimation of Resignation There was delay of Independent Director under in Intimation. Regulation 30 of SEBI (LODR) However, necessary Regulations, 2015 to the Stock disclosures as per Exchange. However, the Company has the Clause 7B of the submitted necessary disclosures as Para-A of Part-A of per the Clause 7B of the Para-A of Schedule III has been Part-A of Schedule III within time. submitted in time
Delay in submission of Annual Report The Company has for the year ended on 31st March, 2022 submitted the same in XBRL mode to the Stock on 03rd November, Exchange. 2022 to the Stock Exchange

The Board of Directors has re-appointed M/s Alpesh Vekariya & Associates, Practicing Company Secretaries, to conduct the secretarial audit of the company for FY 2022-23. They have confirmed their eligibility for the said re-appointment.

41. COST AUDITOR AND THEIR REPORT

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

42. PREVENTION OF INSIDER TRADING

The company has adopted a code of prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of company''s shares by the Directors and Designated persons while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading Window is closed.

As of the date of this report, the company has given the promoter pre-clearance for transfer of shares by way of gift in accordance with Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations and has disclosed the same to the authority.

43. SIGNIFICANT AND MATERIAL ORDER

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

44. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

45. SECRETARIAL STANDARD

During the year under review, company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretary of india.

46. INSURANCE

Company has taken appropriate insurance for all assets against foreseeable perils.

47. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, company has constituted Internal Complaints Committees (ICs) at all relevant locations across

india to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs presided by senor women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, there were no complaints pertaining to sexual harassment.

48. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the company.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure to present the 34^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2017-18 ended 31^st March, 2018.

1. FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars	2017-18	2016-17
Operating Profit (Before Interest & Depreciation)	2496.73	1612.40
Less: Interest/Finance Cost	1132.39	962.52
Profit before Depreciation	1364.34	649.88
Less: Depreciation	570.08	581.14
Less/(Add): Extra Ordinary Items	77.07	(64.68)
Profit before Tax	717.19	133.42
Less: Current Tax	-	25.43
(Add): Deferred Tax	(11.78)	(6.31)
Less: Income tax for earlier years	19.60	-
Profit / (Loss) after Tax	709.37	114.30

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2018 and date of this report.

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.01 per Cumulative Redeemable Preference Share of the Company for the year under review. The dividend will be paid when declared by the shareholders in accordance with the law. The total dividend outgo will be Rs. 4,800 for the year 2017-18. However, with a view conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend for the year under review on Equity Shares.

3. OPERATIONS:

The revenue from operations is decreased by 16.95% from Rs. 31,763.91 lakh for the previous year 2016-17 to Rs. 26,381.27 lakh for the year 2017-18. The Company expects better performance during the year 2017-18 with expecting increase in demand for PP bags from Cement Sector, which is expecting to perform better due to Government’s focus on initiating policy that would ensure time-bound creation of world class infrastructure in the country.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2018-19.

6. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased to Rs. 21 Crore divided into 1,60,00,000 Equity Shares of Rs. 10/- each and 5,00,000 Cumulative Redeemable Preference Shares of Rs. 100/- each upon passing of Special Resolution in the Extra Ordinary General Meeting held on 28^th April, 2018.

7. ISSUE OF 15,00,000 WARRANTS CONVERTIBLE INTO EQUITY SHARES:

The Company, after obtaining necessary approvals, has issued 15,00,000 Warrants on Preferential basis to Non-Promoter Investors convertible into 15,00,000 Equity shares of Rs. 10/- (Rupees Ten only) each fully paid up at a price which shall not be lower than the price determined in accordance with provision of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. BSE Limited (‘BSE’) has given its in-principle approval for the issue and allotment of 15,00,000 warrants convertible into Equity shares of Rs. 10/- each at a price not less than Rs. 60/- per share (including a premium of Rs. 50/- per equity share) on preferential basis vide its letter No. DCS/PREF/SD/PRE/ 1758/2016-17 dated March 15, 2017. The Company has already allotted 15,00,000 convertible warrants against 25% of the subscription money as per the terms of issue. This will improve leverage ratio and overall financial position of the Company.

8. RAISING OF FUNDS / ISSUANCE OF SECURITIES THROUGH QUALIFIED INSTITUTIONS PLACEMENT

In view of the Company’s requirement of additional capital to meet the needs of setting up a new facility for manufacturing for ADSTAR BAG/GEO Textile, to meet the additional long term working capital requirements, repayment/ servicing of existing debts, and for other general corporate objectives/ purposes, and to augment the capital base and financial position, the Company had obtained approval of its members by way of Extra Ordinary General Meeting held on 24^th March, 2018 to raise funds up to Rs. 35 Crore by way of Qualified Institutions Placement in accordance with the applicable provisions of Companies Act, 2013, SEBI (ICDR) Regulations, 2009 and other applicable laws. The Company is in the process of raising funds through QIP. This will improve the overall financial position of the Company including its debt equity ratio.

9. RECLASSIFICATION OF PERSONS/ ENTITIES FORMING PART OF THE PROMOTER GROUP FROM ‘PROMOTER & PROMOTER GROUP CATEGORY’ TO ‘PUBLIC CATEGORY’:

In accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, and after obtaining necessary approval from the members of the Company through Postal Ballot commenced on 27^th January, 2018 and ended on 26^th February, 2018, the Company made Application dated 9^th March, 2018 to BSE Limited for reclassification of the following persons/entities forming part of the Promoter Group from ‘Promoter & Promoter Group Category’ to ‘Public Category’:

Name of the Shareholders	No. of shares held	% of the paid up capital
Anil Kumar Khetawat	1,00,000	1.13
RTL Logistics Limited	89,000	1.00
Jugal Kishore Khetawat HUF	70,000	0.79
Seema Khaitan	20,000	0.23
SUB - TOTAL (A)	2,79,000	3.15

Name of the Shareholders	No. of shares held	% of the paid up capital
Status Credit & capital Pvt Limited	1,00,000	1.13
Gopala Mercantile Limited	28,000	0.32
Swastik Capital and Stock private Limited	3,833	0.04
Ram Narayan Nathmal Somani	1,016	0.01
Navjeevan Credit & Holdings Ltd	0	0.00
Navjeevan Synthetics Pvt Limited	40	0.00
Shree Prakash Nathmal Somani	4	0.00
SUB - TOTAL (B)	1,32,893	1.50
TOTAL (A B)	4,11,893	4.65

The Company received Approval Letter from BSE Limited dated 23^rd April, 2018 approving the Reclassification of the above named entities/ persons into Public Category w.e.f 23^rd April, 2018.

10. DIRECTORS:

10.1 One of your Directors viz. Mr. Mahendra N. Somani retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for re-appointment.

10.2 Mr. Malay Dalal resigned from the office of Director w.e.f 28^th September, 2017.

10.3 Mr. Kishori Lal Sonthalia has been appointed as Independent Director of the Company w.e.f 14^th November, 2017.

10.4 Ms. Nirali Patel resigned from the office of Director w.e.f 23^rd November, 2017.

10.5 Ms. Palak D. Parekh has been appointed as Independent Director of the Company w.e.f 12^th February, 2018.

10.6 The office of Mr. Balkrishna Mittle as Director of the Company has been vacated under Section 167 of the Companies Act, 2013 w.e.f 12^th February, 2018.

10.7 Mr. Sanjay Maniar has been appointed as Independent Director of the Company w.e.f 15^th March, 2018.

10.8 The Board of Directors duly met 15 times during the financial year under review.

10.9 The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

10.10 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

10.11 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that 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 31^st March, 2018 being end of the financial year 2017-18 and of the profit of the Company for the year;

(iii)that the Directors had taken proper and sufficient care for 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)that the Directors had prepared the annual accounts on a going concern basis.

(v) 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)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.

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

12. MANAGERIAL REMUNERATION:

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website www.gopalapolyplast.com

13. KEY MANAGERIAL PERSONNEL: % increase in remuneration of Directors & KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Manoj M. Somani	Managing Director	-
2.	Mr. Manish M. Somani	Whole Time Director & CFO	-
3.	Mr. Mahendra N. Somani	Whole Time Director	-
4.	Mr. Ketankumar R. Vala	Company Secretary	-

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company are 360.The relationship between average increase in remuneration and Company’s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

15. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.gopalapolyplast.com.

The particulars of Contracts or Arrangements entered into with related parties referred to in Section 188(1) of the Companies Act, 2013 are given in Form - AOC-2, attached with this Report as Annexure

B. 16. DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the Directors’ Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

18. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - C.

19. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D. The remarks of Auditor are self explanatory.

19. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - E.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

21. GENERAL:

21.1. AUDITORS:

STATUTORY AUDITORS:

The present Auditors of the Company M/s. Ashok Dhariwal & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 100648W), were appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting for a period of 5 years i.e. for financial years 2017-18 to 2021-2022. They continue to hold office as Statutory Auditors till the conclusion of 38^th AGM to be held in the year 2022.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

21.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

21.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

21.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

21.5 RISK MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

21.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

21.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

21.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

21.10 GRATUITY:

The present liability for future payment of Gratuity as on 31^st March, 2018 is not actuarially determined and provided for as per Indian Accounting Standard-19 (Ind AS-19), “Employee Benefits” and also as per the provisions of Section 128 of the Companies Act, 2013 relating to preparation of Books of Account on accrual basis. The Company has provided for the amount of Gratuity liability for the employees on the basis of Management’s estimate, which has been explained in the Auditor’s Report.

21.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

22. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE136C01036.

24. FINANCE:

24.1 The Company’s Income-tax Assessment has been completed up to the Assessment Year 2016-17 and Sales-tax Assessment is completed up to the Financial Year 2013-14.

24.2 The Company is enjoying Working Capital facilities, Corporate Loan and Term Loan from Dena Bank Limited, other Banks and Financial Institutions. The Company is generally regular in payment of interest and principal.

25. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place : Santej Manoj M. Somani

Date : 20^th July, 2018 Chairman & Managing Director

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Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members Gopala Polyplast Limited

Dear Members,

The Directors submit this 32nd Annual Report together with the Audited Accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

The performance of the Company during the year under review is summarized in the following statement:

		(Rs. in Lacs)
Particular	31.03.2016	31.03.2015
Revenue from operations	30874.22	28601.60
GROSS PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES, DEPRECIATION AND TAX Interest & Financial Charges Depreciation	1566.93 907.12 610.74	929.28 797.08 567.15
PROFIT / (LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX 11 1 Extra Ordinary Item 8. : Profit / (Loss) on sale of fixed assets / investment	49.07 0.35	(434.95) (21.92)
PROFIT / (LOSS) BEFORE TAX Provision for Taxation (including deferred tax)	49.42 17.80	(456.87) 13.99
PROFIT / (LOSS) FOR THE YEAR	31.62	(470.86)

2. STATE OF AFFAIRS OF THE COMPANY

The performance of the Company during the year under review improved reasonably well due to less volatility in the price of its key raw materials as compared to the same in the previous year 2014-15. Revenue from operations during the year under review increased by Rs.2272.62 lacs and profit before interest, depreciation and tax increased by Rs.659.81 lacs as compared to previous year. Despite increase both in finance cost by Rs.110.04 and provision for depreciation by Rs.43.69 lacs, the profitability of the Company during the period under review improved by Rs.502.48 lacs and the Company earned net profit of Rs.31.62 lacs as against net loss of Rs.470.86 lacs in the previous year.

During the year under review the company had established two new products viz. Reverse Laminated BOPP Bag and Block Bottom Bag in the Market and impact of these two new products had reflected in improved performance of the company. The Company had got registered with DGS & D of Government of India and got the rate contract from DGS&D for Supply of food grain bags to Government agency.

The Company expects better performance during the year 2016-17 with expected full utilization of its capacity for the manufacture of AD Star and BOPP bags.

3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

No material changes and commitments have occurred during the year and between the end of financial year under review and the date of this report of the Board of Directors, which affects the financial position of the Company.

4. DIVIDEND

The Board of Directors recommends dividend Re. 0.01 per Cumulative Redeemable Preference Share of the Company for the year under review and also cumulative dividend pro rata for the year 2013-14 and for the year 2014

15. The dividend will be paid when declared by the shareholders in accordance with the law. However, with a view to conserving resources, your directors do not recommend dividend on Equity Share Capital for the year under review.

5. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve or to any other reserve.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 (5) of the Companies Act, 2013 the Directors confirm:

i) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis.

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajkumar Poddar, Independent Director resigned effective from 9^th May, 2015. Ms. Nirali Patel was categorized as an Independent Director under Section 149 (4) of the Companies Act, 2013 at the meeting of the Board of Directors held on 31^st July, 2015 subject to approval by the Company in General Meeting.

Pursuant to provision of Section 149 and other applicable provisions of the Companies Act, 2013 Ms. Nirali Patel (DIN: 01354974) was appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2015. The terms and conditions of appointment of Independent Directors are as per Schedule

IV of the Act. She has submitted a declaration to the Board that she has met the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under then Clause 49 of the Listing Agreement.

Mr. Jugalkishore Khetawat resigned from the Board of Directors effective from 8th August, 2016 Mr. Manish Somani retires by rotation and being eligible has offered himself for re-appointment.

The term of Mr. Mahendra Somani as a Whole-time Director expires on 30th September, 2016. The Board has reappointed him for a further period of five years effective from 1st October, 2016, subject to approval by the members at the ensuing Annual General Meeting by passing a Special Resolution since he has already attained the age of 70 years.

During the year, none of the non-executive director of the Company had no pecuniary relationship or transaction with the Company.

8. MEETINGS OF THE BOARD

During the year under review, 7 (Seven) Board Meetings were held on 25/05/2015, 31/07/2015, 05/10/2015, 31/10/2015, 09/11/2015, 05/02/2016, and 26/03/2016.

The maximum time gap between two consecutive meetings of Board did not exceed the limit prescribed under the Companies Act, 2013.

The Agenda papers along with agenda notes were circulated well in advance to the Members of the Board for their review and to facilitate them to take informed decisions, if any.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is as under.

The Broad terms of reference of the Nomination and Remuneration Committee are as follows:

- To identify person who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend the Board their appointment and / or removal.

- To carry out evaluation of every director’s performance.

- To recommend to the Board a policy relating to remuneration for the Company’s senior management including its Key Managerial Person and Board of Directors.

- To recommend remuneration of the Managing Director(s) and Whole-time Directors.

- To carry out other functions as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

- To perform such other functions as may be necessary or appropriate for the performance of its duties. Remuneration Policy:

The remuneration of Managing Director / Executive Director / Whole-time Director / Key Managerial Personnel is proposed by the Committee and subsequently approved by the Board of Directors and further by the shareholders, if required. Executive remuneration is evaluated annually against performance and a benchmark of other companies in the same field, which in size and complexity are similar to the Company. In determining packages of remuneration, the Committee may consult with the Chairman / Managing Director as appropriate. Total remuneration shall be comprised as follows:

- A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Company’s performance.

- Annual increment based on the performance appraisal by the Chairman / Managing Director / Committee and can under normal circumstances not exceed 25% of the fixed base salary.

- Provident Fund contributions, made in accordance with applicable laws and employment agreements.

- Gratuity payment shall be in accordance with applicable laws and employment agreements.

- Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework.

11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company.

12. AUDIT COMMITTEE

The Audit Committee was lastly reconstituted on 25/05/2015, comprising of two non-executive independent directors and one of them is Executive directors. The members of the Committee are Mr. Malay Dalal, non-executive independent director as a Chairman, Mr. Balkrishna Mittle non-executive independent director and Mr. Manoj Somani, Managing Director. Mr. Malay Dalal, Chartered Accountant has good financial and accounting knowledge.

13. AUDITORS

At the 30th Annual General Meeting held on 30th September, 2014, M/s. V. K. Moondra & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 33rd Annual General Meeting. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. K. Moondra & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the members. In this regard, the company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. DIRECTORS’ RESPONSE TO AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT

The auditor’s report and secretarial auditor’s report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial audit is given as an annexure which forms part of this report.

Further, during the year, in the course of the performance of their duties as Auditor, no fraud was reported by them for which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

15. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year under review, the Company has not granted any Loans, guarantees or provided securities in excess of the limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed hereto in Annexure - I and forms part

of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy is not applicable to our company.

19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

There were no companies which have become or ceased to be subsidiary, joint ventures or associate companies

20. EXTRACT OF ANNUAL RETURN

An extract of Annual Return of the Company as on 31st March, 2016 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed hereto in Annexure - II and forms part of this report.

21. PARTICULARS OF EMPLOYEES

Disclosure 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 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided hereunder.

a. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to the median remuneration
Mr. Mahendra Somani - Whole time Director	5.93
Mr. Manoj Somani - Managing Director	9.63
Mr. Manish Somani - Executive Director	8.31

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name of the Director	Ratio to the median remuneration
Mr. Mahendra Somani - Whole time Director	0.00
Mr. Manoj Somani - Managing Director	0.00
Mr. Manish Somani - Executive Director	0.00
Mr. Krunal Shah - CFO	20.52%
Ms. Anal Desai - Company Secretary	0.00

c. The percentage increase in the median remuneration of employees in the financial year : 10.25%

d. The number of permanent employees on the roll of Company : 249

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

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 11.14% as against nil percentile increase in the managerial remuneration

f. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per remuneration policy of the Company

22. REPORT ON CORPORATE GOVERNANCE

Your company is under exemption of compliance of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, therefore Report on Corporate Governance is not applicable.

23. CERTIFICATE ON CORPORATE GOVERNANCE AND CEO / CFO CERTIFICATION

Since, your company is under exemption of compliance of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the provision regarding certification of Corporate Governance is not applicable.

As required by regulation 17(8) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.

24. REPORT ON MANAGEMNET DISCUSSION & ANALYSIS

A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure III, which forms part of this Board Report.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulation, 2015.

26. DISCLOSURE REQUIREMENT

Details of the familiarization programmed of the independent directors are available on the website of the company (www.gopalapolyplast.com).

Policy of dealing with related party transactions is available on the website of the Company (www.gopalapolyplast.com).

The Company as formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI (LODR) Regulations 2015. The Whistle Blower Policy is available on the website of the company (www.gopalapolyplast.com).

There has been no complaint received on Sexual Harassment during the year under review.

27. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on such deposits was outstanding as on the date of the balance sheet.

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

Conservation of Energy

Under modernization and expansion programme undertake during last two years, the Company has overhauled its major old machinery by installing new machinery which is consuming less power.

Technology absorption, adaption and innovation

The company continues to use the latest technologies for improving the productivity and quality of its products. The Company’s operations do not require import of technology.

Research and Development: Specific areas in which R&D was carried out by the Company

No R & D was carried out by the Company in specific areas.

Expenditure in R&D : Rs. Nil Foreign Exchange earnings and outgo

(Rs. in lacs)

Foreign Exchange used and earned	2015-16	2014-15
a. Foreign Exchange earnings	576.62	321.10
b. CIF Value of imports
Raw Material (including purchase on high seas basis)	1198.44	753.56
Capital Goods	—	884.51
c. Expenditure in foreign currency	18.19	15.06

29. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals in favour/against the Company impacting the going concern status and Company’s operations in future.

30. LISTING AGREEMENT

The company has entered into Listing Agreement with BSE Ltd. in compliance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

31. ACKNOWLEDGEMENT

The Directors wish to convey thanks to the Company’s employees, customers, vendors, bankers, various Central and State authorities for their co-operation and look forward to their continued support for the years to come.

For and on behalf of the Board of Directors

Date : 13th August, 2016 Mahendra Somani

Place : Santej Chairman

IdIN : 00360950

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Mar 31, 2015

Dear Members,

The Directors submit this 31st Annual Report together with the Audited Accounts for the year ended

31st March, 2015.

1. FINANCIAL RESULTS

The performance of the Company during the year under review is summarized in the following statement:

Rs. in Lacs

2014-15 2013-14

Revenue from operations 28600.93 28485.84

GROSS PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES, TAX AND DEPRECIATION 928.60 1274.80

Interest & Financial Charges 797.08 574.94

Depreciation 567.15 387.79

PROFIT / (LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX I I (435.63) 312.07

Extra Ordinary Item Profit / (21.24) (5.50) (Loss) on sale of fixed assets / investment

PROFIT / (LOSS) BEFORE TAX (456.87) 306.57

Provision for Taxation (including 13.99 5.41 deferred tax)

PROFIT / (LOSS) FOR THE YEAR (470.86) 301.16

2. STATE OF AFFAIRS OF THE COMPANY

While the revenue from operations during the year 2014-15 was marginally higher than the same in the previous year the Company incurred net loss of Rs.470.86 lacs in the year 2014-15 as against net profit of Rs.301.16 lacs earned in the year 2013-14 for the following reasons.

a. The company is engaged in the manufacture of HDPE / PP bags and price of its raw material i.e. plastic granules is affected by fluctuations in prices of crude oil and dollar. During the previous year 2014-15 particularly during October to December quarter there was steep fall in crude oil prices and consequently domestic prices of the company's raw material had also fallen sharply and as a result thereof the company has incurred substantial losses during 3rd quarter of the year 2014-15. Company's inventory holding level generally remains high due to nature of its product and the overall stock from raw materials to finished goods which comprises Granules, Tape, Fabric, Cut Pieces, Bags (stitched and unstitched) and Ready bags on an average remains at the high level and it is required to be maintained at such level to manage production cycle. So if there is steep fall in prices then there will be substantial loss in the value of stock held by the Company. The Company lost about Rs.600/- lacs during 3rd quarter of the year 2014-15 merely on stock holding. Further in the falling prices scenario, the falling prices of raw materials impacts sales price also and it so happened that the Company was forced to sell its products at a price lower than its cost to its regular high profile clients just to stay in competition. So this is the reason for losses in the 3rd quarter of the year 2014-15. In fact, the company reported net profit during the remaining three quarters of the year 2014-15.

b. Increase in interest cost due to term loan availed by the company and increase in provision for depreciation due to capex under its expansion cum modernization programme have also put pressure on the bottom-line of the Company.

The Company expects better performance during the year 2015-16

3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

No material changes and commitments have occurred during the year and between the end of financial year under review and the date of this report of the Board of Directors, which affects the financial position of the Company.

4. DIVIDEND

No divined is being recommended by the Directors for the year ending 31st March, 2015 due to losses.

5. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve or to any other reserve.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 (5) of the Companies Act, 2013 the Directors confirm :

i) that in the preparation of the annual financial statements 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) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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 proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis.

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to provision of Section 149 and other applicable provisions of the Companies Act, 2013 Mr. Malay Dalal (DIN: 01896746) Mr. Balkrishna Mittle (DIN: 00448528) and Mr. Rajkumar Poddar (DIN: 03567333), were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Pursuant to provision of Section 149(1) read with Section 161 (1) of the Companies Act, 2013 Ms. Nirali Patel (DIN: 01354974) was appointed as a woman director of the Company at the meeting of the Board of Directors held on 31st March, 2015. Subsequently, on resignation of Mr. Rajkumar Poddar, Independent Director, effective from 9th May, 2015, Ms. Nirali Patel was categorised as an Independent Director under Section 149 (4) of the Companies Act, 2013 at the meeting of the Board of Directors held on 31st July, 2015 subject to approval by the Company in General Meeting. The resolution seeking approval of the members for the appointment of Ms. Nirali Patel has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about her. Ms. Nirali Patel has submitted a declaration to the Board that she meets with the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement The company has received a notice under section 160 of the Act, along with the requisite deposit proposing the appointment of Ms. Nirali Patel.

Mr. Mahendra Somani retires by rotation and being eligible has offered himself for re-appointment.

During the year, the non-executive director of the Company had no pecuniary relationship or transaction with the Company.

Pursuant to provision of Section 203 (1) (iii) of the Companies Act, 2013 Mr. Krunal Shah was appointed as Chief Financial Officer of the Company w.e.f. from 1st June, 2014.

8. MEETINGS OF THE BOARD

Seven meetings of the Board were held during the year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

The maximum time gap between two consecutive meetings of Board did not exceed the limit prescribed under the Companies Act, 2013.

The Agenda papers along with agenda notes were circulated well in advance to the Members of the Board for their review and to facilitate them to take informed decisions, if any.

The Company's last Annual General Meeting was held on 30th September, 2014.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors pursuant to the provisions of the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI') under Clause 49 of the Listing Agreements.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company

12. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. AUDITORS

At the 30th Annual General Meeting held on 30th September, 2014, M/s. V. K. Moondra & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 33rd Annual General Meeting. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. K. Moondra & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the members. In this regard, the company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial audit is given as an annexure which forms part of this report.

15. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year under review, the Company has not granted any Loans, guarantees or provided securities in excess of the limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed hereto in Annexure - I and forms part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy is not applicable to our company.

19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

There were no companies which have become or ceased to be subsidiary, joint ventures or associate companies

20. EXTRACT OF ANNUAL RETURN

An extract of Annual Return of the Company as on 31st March, 2015 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed hereto in Annexure - II and forms part of this report.

21. PARTICULARS OF EMPLOYEES

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

a. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director Ratio to the median remuneration

Mr. Mahendra Somani - Whole time Director 7.14

Mr. Manoj Somani - Managing Director 11.60

Mr. Manish Somani - Executive Director 9.99

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name of the Director Ratio to the median remuneration

Mr. Mahendra Somani - Whole time Director 0.00

Mr. Manoj Somani - Managing Director 0.00

Mr. Manish Somani - Executive Director 0.00

Mr. Krunal Shah - CFO 16.12%

Ms. Anal Desai - Company Secretary 10.71%

c. The percentage increase in the median remuneration of employees in the financial year : 10.96%

d. The number of permanent employees on the roll of Company : 203

e. The explanation on the relationship between average increase in remuneration and Company performance :

On an average the employee received annual increase of 11%. The employees were given increase in remuneration despite losses of Rs.456.87 lacs before tax during the year 2014-15 as losses were mainly due to external reasons as stated in the State of Affairs of the company.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company.

Particulars Rs. In lacs

Aggregate remuneration of key 53.80 managerial personnel in the year 2014-15

Gross Income 28568.74

Remuneration of key managerial personnel 0.18% as % of Gross Income

Profit / (Loss) before tax (456.87)

Remuneration of key managerial -ve personnel as % of Profit before Tax

g. Variations in the market capitalisation of the Company, price earning ratio at the closing date of the current financial year and previous financial year :

Particulars 31/03/2014 31/03/2015 % change

Market Capitalisation 12.01 12.55 ( ) 4.51% (Rs. In Crores)

Market Price 13.54 14.15 ( ) 4.51%

Earnings per Share 3.40 (-) 5.31 (-) 156.17

Price Earnings ratio 3.98 N.A. N.A.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Particulars 31/03/2015 31/10/1994 31/10/1994 IPO IPO(Adjusted Price)

Market Price (BSE) Rs.14.15 Rs.35.00 Rs.175.00

Particulars % change

Market Price (BSE) (-) 91.91%

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

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 11.33% as against nil percentile increase in the managerial remuneration

j. Comparison of remuneration of each of the key managerial personnel against the performance of the Company.

(Rs. in lacs)

Mr. Krunal Ms. Anal Shah CFO Desai CS

Remuneration in FY 2014-15 3.72 1.79

Revenue 28600.93

Remuneration (as % of Revenue) 0.013% 0.006%

Profit before Tax (456.87)

Remuneration (as % of PBT) N.A. N.A.

k. The key parameters for any variable component of remuneration availed by the director.

Not applicable

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

Not applicable

m. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per remuneration policy of the Company

22. DISCLOSURE REQUIREMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion analysis are attached, which form part of this report.

Details of the familiarization programmed of the independent directors are available on the website of the company (www.gopalapolyplast.com).

Policy of dealing with related party transactions is available on the website of the Company (www.gopalapolyplast.com).

The Company as formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and revised clause 49 of the Listing Agreements with stock exchanges. The Whistle Blower Policy is available on the website of the company (www.gopalapolyplast.com).

There has been no complaint received on Sexual Harassment during the year under review.

23. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on such deposits was outstanding as on the date of the balance sheet.

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

Conservation of Energy

Under modernisation and expansion programme undertake during last two years, the Company has overhauled its major old machinery by installing new machinery which is consuming less power.

Technology absorption, adaption and innovation

The company continues to use the latest technologies for improving the productivity and quality of its products. The Company's operations do not require import of technology.

Research and Development : Specific areas in which R&D was carried out by the Company

No R & D was carried out by the Company in specific areas.

Expenditure in R&D : Rs. Nil

Foreign Exchange earnings and outgo

(Rs. in lacs)

Foreign Exchange used and earned 2014-15 2013-14

a. Foreign Exchange earnings 321.10 200.03

b. CIF Value of imports

Raw Material (including 753.56 ---- purchase on high seas basis)

Capital Goods 884.51

c. Expenditure in foreign currency 15.06 12.29

25. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals in favour/against the Company impacting the going concern status and Company's operations in future.

26. ACKNOWLEDGEMENT

The Directors wish to convey thanks to the Company's employees, customers, vendors, bankers, various Central and State authorities for their co-operation and look forward to their continued support for the years to come.

For and on behalf of the Board of Directors

Date : 31st July, 2015 Mahendra Somani Place : Santej Chairman DIN :00360950

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you, the 30th Annual report and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2013-14 2012-13

GROSS PROFIT (LOSS)(PBDIT) 1274.80 1002.43

Less:

Interest & Financial Charges 574.94 472.61

Depreciation 387.79 304.55

PROFIT / (LOSS) BEFORE TAX & 312.07 225.27 EXTRA ORDINARY ITEM

(Add) / Less :

Extra Ordinary Item (Profit) / Loss 5.49 27.94

PROFIT / (LOSS) BEFORE TAX 306.58 197.33

Less:

Provision for Income Tax 8.67 —

Provision for Deffered Tax (3.25) 17.80

PROFIT / (LOSS) AFTER TAX 301.16 179.53

Add: Balance brought forward 179.51 (1250.52)

APPROPRIATIONS — —

Transfer from Capital Restructure Account — 1250.50

Balance carried forward to next year 480.67 179.51

EQUITY DIVIDEND

With a view to conserving resources for future expansion cum modernization facilities, your directors do not recommend dividend on Equity Shares for the year 2013-14

EXPANSION & MODERNISATION

Encouraged by the current demand for the Company''s product and keeping in mind the benefits available under the TUF Schemes of both Central Government and the State Government the Company has identified the areas for further expansion and modernization of its existing production facilities. The company has also decided to diversify into value added products, which will help in increasing its competitive strength in the market.

At present, the company''s woven sacks division (HDPE Division) is supplying mainly to Cement Industry. During last four years, the company has developed its capabilities for Sugar Industry and Food grain Industry. In fact, it is one of the few companies that has successfully completed all government orders for food grain supply. After being well established in these industries, the company plans on diversifing into value added products. The two new product lines it plans to add are BOPP bags and AD star bags.

BOPPBAGS

BOPP bags are widely used today in retail packaging of 10-25 kg packs of rice, chakki atta, maida, besan, sugar, seed, fertilisers, cement putty and other premium products. Retail is exploding and the BOPP bag market is rapidly growing because of the importance of branding and need of asthetically appealing packaging. The company would like to exploit this opportunity in this time of growth.

AD STAR

AD star bags is the standard packing used for cement throughout the world, and this trend is slowly seeping into India. Currently, these bags were being imported. Being a leader in the cement industry, it is imperitive for the company to enter this market in its initial stage. These machines will be imported from Austria. Two of our major clients, Holcim and Ultratech have already started using these bags in large quantities.

AUTOMATION

We have added Valvomatic machines, which will cut down labour costs to almost half and increase the quality of our finished products. This Valvomatic bag making machines acquired by the company from Lohia Corp Ltd., where the first of its kind in the world. It removes all manual process for making bag from fabric. Historically, bag making is a very labour intensive process and the Company has faced a lot of labour issues. We are aiming to eradicate this.

Moreover, without increasing too much capacity in this expansion project, the company is moving to higher levels of automation. Through its diversification and modernization programme, the company is trying to enter a niche market with premium, higher margin products along with its existing product line.

The company has spent Rs. 1649.22 lakhs on addition to factory shed, plant and machinery ( under expansion and modernization) and electric installation during the year under review.

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

The total earning in foreign exchange from Direct Exports is Rs. 200.03 lacs. (Previous year - Rs. 236.54 lacs)

The total foreign exchange out flow during the year is Rs.12.29 Lacs (Previous year - Rs. 12.00 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

Pursuant to Direction of the Ministry of Corporate Affairs, the company appointed M/s. A. G. Tulsian & Co., Cost Accountant (Firm No.19812) for submitting Audit Report on cost accounts maintained by the Company for the year ending on 31/03/2014. The Cost accountant submitted their Audit Report on 30/05/2014.The due date for filling Cost Audit Report with MCA is 27/09/2014.

Your directors have now appointed M/s. A. G. Tulsian & Co., Cost Accountant to carry out audit of cost accounts maintained by the Company for the year 2014-15. The due date for filing Cost Audit Report with MCA is 27/09/2015.

ACKNOWLEDGMENT

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchange and government authorities for their continued support and co-operation throughout the year.

For and on behalf of the Board of Directors Santej Mahendra Somani 30th July, 2014 Chairman DIN :00360950

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting before you, the 29th Annual report and the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2012-13 2011-12

GROSS PROFIT (LOSS)(PBDIT) 1002.43 649.43

Less:

Interest & Financial Charges 472.61 247.94

Depreciation 304.55 257.91

PROFIT / (LOSS) BEFORE TAX & EXTRA ORDINARY ITEM 225.27 71.04

Add:

Extra Ordinary Item (Profit) / Loss 27.94 (8.67)

PROFIT / (LOSS) BEFORE TAX 197.33 79.71

Less:

Provision for Deffered Tax 17.80 (78.99)

PROFIT / (LOSS) AFTER TAX 179.53 158.70

Add: Balance brought forward (1250.52) (1409.22)

APPROPRIATIONS __ __

Transfer from Capital Restructure Account 1250.50 __

Balance carried forward to next year 179.51 (1250.52)



EQUITY /PREFERENCE DIVIDEND

With a view to conserving resources for future expansion cum modernization facilities, your directors do not recommend dividend on Equity Shares for the year 2012-13

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 715.30 lakhs on addition to factory shed and plant and machinery during the year under review.

CAPITAL RESTRUCTURING

For ensuring that the financial statements of the Company reflect the real picture and the Capital, reserves and surplus which are lost are not continued to be shown on the face of balance sheet the Company carried out reduction of capital of the Company. Further, conversion of the preference share capital into Equity Share Capital was carried out for creating a stable capital structure for future. The Hon''ble High Court of Gujarat at Ahmedabad vide its Order dated 7th day of May, 2013 sanctioned the Scheme of Arrangement involving Financial Restructuring of the Company and its Shareholders under Sections 391 to 394read with 80, 100 to 104, 106 of the Companies Act, 1956. Pursuant to the said Composite Scheme of Arrangement, the Company has 1. Reduced its Equity Share Capital from Rs. 10,91,55,000/- divided into 2,18,31,000 Equity Shares of Rs.5/- each to Rs. 4,36,63,920/- divided into 43,66,392 Equity Shares of Rs.10/- each. 2. Face value of Equity Shares has been consolidated from Rs. 5/- per share to Rs.10/- per share. 3. 4,50,000 1% Cumulative Redeemable Preference shares of Rs. 100/- each has been converted into 45,00,000 Equity shares of Rs.10/- each. The effects of order are given in the annual accounts for the year ended 31/03/2013 in compliance with Accounting Standard AS4.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Manoj Somani and Mr. Balkrishna Mittle, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITYSTATEMENTPURSUANTTOSECTION217(2AA)OFTHE COMPANIESACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii. 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. prepared the annual accounts on a going concern basis

DEPOSITS

The Company ha§ not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

The total earning in foreign exchange from Direct Exports is Rs. 236.54 lacs. (Previous year - Rs. 237.22 lacs)

The total foreign exchange out flow during the year is Rs. 12.00 Lacs (Previous year - Rs. 18.37 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

COST AUDITORS

Pursuant to Direction of the Ministry of Corporate Affairs, the company appointed M/s. A. G. Tulsian & Co., Cost Accountants (Firm No.19812) for submitting Compliance Report on cost accounts maintained by the Company for processing of plastic for the year ending on 31/03/2012. The Cost accounts submitted their Compliance Report on 22/09/2012 as against due date of 28/01/2013. Your directors have now appointed M/s. A. G. Tulsian & Co., Cost Accountants to carry out audit of cost accounts maintained by the Company for processing of plastic for the year ending on 31/03/2013. The due date for filing Cost Audit Report is 27/09/2013.

AUDITORS

M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchange and government authorities for their continued support and co-operation throughout the year.



For and on behalf of the Board of Directors

Santej Mahendra Somani

29th July, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting before you, the 28th Annual report and the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2011-12 2010-11

GROSS PROFIT (LOSS)(PBDIT) 658.10 223.85

Less:

Interest & Financial Charges 330.45 227.46

Depreciation 247.94 257.91

PROFIT / (LOSS) BEFORE TAX & EXTRA ORDINARY ITEM 79.71 (261.52)

Add:

Extra Ordinary Item - 309.89

PROFIT / (LOSS) BEFORE TAX 79.71 48.37

Less:

Provision for Deferred Tax (78.99) 23.02

PROFIT /(LOSS) AFTER TAX 158.70 25.35

Add: Balance brought forward (1,409.22) (1,434.57)

Profit/(Loss) available for Appropriation - -

APPROPRIATIONS - -

Balance carried forward to next year (1,250.52) (1,409.22)

EQUITY/PREFERENCE DIVIDEND

Due to inadequate distributable profits, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2011-12.

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 70.62 lakhs on plant and machinery during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mahendra Somani and Mr. Manish Somani, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

Mr. Rajkumar Poddar, who was earlier appointed as Additional Director 01/10/2011, is proposed to be appointed as Director of the Company at the next Annual General Meeting. '

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures:

ii. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii. 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. prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58Aof the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Boatd of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 237.22 lacs. (Previous year - Rs. 152.82 lacs)

The total foreign exchange out flow during the year is Rs18.36 Lacs (Previous year - Rs. 15.07 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/s. V. K. Moondra&Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.

For and on behalf of the Board of Directors

Santej Mahendra Somani

31st July, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting before you, the 26th Annual report and the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2009-10 2008-09

GROSS PROFIT (LOSS)(PBDIT) (113.90) (219.86)

Less:

Interest & Financial Charges 189.47 406.30

Depreciation 272.04 261.09

PROFIT / (LOSS) BEFORE TAX (575.41) (887.25)

Less:

Provision for Fringe Benefit Tax - 4.09

Provision for Deferred Tax (111.74) (217.74)

Provision for Income-Tax of earlier year 1.11 0.48

PROFIT / (LOSS) AFTER TAX (464.78) (674.08)

Add: Balance brought forward (969.79) (295.71)

Profit / (Loss) available for Appropriation (1434.57) (969.79)

APPROPRIATIONS - -

Balance carried forward to next year (1434.57) (969.79)

REPORTING TO BIFR

The accumulated losses of the company at the end of the financial year 31st March, 2010 have resulted in erosion of more than fifty percent of its peak net worth during the immediately preceding four financial years. While the company is taking necessary steps to protect further erosion, the Company will report to the Board for Industrial and Financial Reconstruction about such erosion of net worth as envisaged under Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 forthwith upon adoption of audited accounts of the Company for the financial year ended 31st March, 2010. Shareholders are also requested to take note of this erosion and consider the same at the Extraordinary General Meeting of the members being convened for the purpose.

EQUITY / PREFERENCE DIVIDEND

Due to losses, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2009-10

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 136.90 lakhs on plant and machinery during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mahendra Somani and Mr. Manish Somai, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

Subsequent to last Annual General Meeting Mr. Ram Prakash Khatod and Mr. Kashyap Mehta resigned from the Board of Directors. Your directors place on record their sincere appreciation for the guidance and valuable services rendered by them during their tenure as Directors of the Company.

Mr. Balkrishan Mittle, who was earlier appointed as Additional Director 10/07/2010 is proposed to be appointed as Director of the Company at the ensuing 26th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT.1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii. 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. prepared the annual accounts on a going concern basis

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 110.77 lacs. (Previous year- Rs. 112.73 lacs) The total foreign exchange out flow during the year on account of import of Machinery, Spares and other expenses is Rs.16.64 Lacs (Previous year- Rs. 11.57 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation. There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.

For and on behalf of the Board of Directors

Santej Mahendra Somani

30th July, 2010 Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting before you, the 25th Annual report and the Audited Accounts for the financial year ended 31 st March, 2009.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2008-09 2007-08

GROSS PROFIT (LOSS)(PBDIT) (219.86) 283.77

Less:

Interest & Financial Charges 406.30 388.17

Depreciation 261.09 309.67

PROFIT/(LOSS) BEFORE TAX (887.25) (414.07)

Less:

Provision for Fringe Benefit Tax 4.09 5.80

Provision for Deferred Tax (217.74) (2.21)

Provision for Income-Tax of earlier year 0.48 -

PROFIT / (LOSS) AFTER TAX (674.08) (417.66)

Add: Balance brought forward (295.71) 121.95

Profit/(Loss) available for Appropriation (969.79) (295.71)

APPROPRIATIONS - -

Balance carried forward to next year (969,79) (295.71)

EQUITY/PREFERENCE DIVIDEND



Due to losses, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2008-09

EXPANSION & MODERNISATION

In order to have a better control over operation and controlling transportation & other cost the company has shifted its finishing unit of woven sacks division from Silvassa to Santej. For this purpose a new building has been constructed at its Santej unit. Apart from this the Company has not undertaken any major expansion during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mr. Malay Dalai and Mr. Kashyap Mehta, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANTTOSECTION217(2AA)OFTHE COMPANIES ACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii. 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. prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act. 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 112.73 lacs. (Previous year- Rs. 168.09 lacs) The total foreign exchange out flow during the year on account of import of Machinery, Spares and other expenses is Rs. 11.57 Lacs (Previous year - Rs. 83.26 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation. There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act. 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.



For and on behalf of the Board of Directors

Santej Mahendra Somani

26th August, 2009 Chairman