Directors Report of P G Foils Ltd.

Mar 31, 2018

Dear Shareholders

The have pleasure in presenting the 39th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 312018.

FINANCIAL HIGHLIGHTS

(RS. IN LACS)

PARTICULARS	2017-18	2016-17
TOTAL REVENUE	27051.50	28482.51
TOTAL EXPENSES	25035.75	25509.57
PROFIT/(LOSS) BEFORE DEPRECIATION TAX AND EXTRAORDINARY ITEMS	2015.75	2972.94
LESS: DEPRECIATION	(340.04)	(252.73)
PROFIT/(LOSS) BEFORE TAXATION AND EXTRAORDINARY ITEMS	1675.71	2720.21
ADD: EXTRAORDINARY ITEMS	0	0
PROFIT BEFORE TAX	1675.71	2720.21
LESS: CURRENT TAX	815.81	533.93
LESS/(ADD): DEFERRED TAX	129.91	123.92
PROFIT FOR THE YEAR	729.99	2062.36

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared Interim Dividend @ 12% of Rs 1.20 per Equity Share of Rs 10/- each on 12th February, 2018 which has been paid. No final dividend was recommended by the Board and the Interim Dividend declared is the Dividend on the Equity Shares of the Company for the Financial Year Ended March 2018.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover of Rs.253.03 Crores as against Rs. 249.61 Crores in the previous year.

Profit before tax for the year is Rs. 16.75 Crores compared to profit of Rs. 27.20 Crores in last year, lower mainly due to demand of C forms raised by department 4.52 Cr along with interest and penalty.

Exports have increased to Rs. 2690.78 Lacs from Rs. 2448.28 Lacs in last year.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles of Association of the Company Smt. Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible offers himself for re-appointment.

Further the Board of Directors appointed Shri Narendra Kumar Ambalal Porwal (DIN 08066542) as Independent, Non-Executive Additional Director of the Company for a period of five years effective from February 12,2018 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the forthcoming Annual General Meeting.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah Managing Director has been honored and awarded “Indian Leadership Award for Industrial Development” by All India Achievers Foundation New Delhi and Manufacturer of the year in Foil Industry of India by Times of India Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on Management Discussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI) the Company’s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April 2001. Necessary agreements have been entered by the Company with NSDLCDSL and with M/s Big Share Services Private Limited who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31st March 2018 are in full conformity with the requirements of the Companies Act 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates Chartered Accountants Pali.

The Directors further confirm that:-

a. The applicable Ind AS have been followed in the preparation of the Annual Accounts and proper explanations have been furnished relating to material departures if any;

b. Accounting Policies have been selected and applied consistently and reasonably and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. 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 detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013 a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under Section 135 of the Companies Act 2013 are given in Annexure ‘B’.

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor’s Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of companies’ act 2013in relation to Loan Investment & Guarantee given by the company during the financial year ended 31st March 2018.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 & as per Regulation 22 SEBI (LODR) Regulations 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of your Company’s Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct.

Access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Company’s websitewww.pgfoils.in

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls which impact the financial statements as part of its Standard Operating Procedures (SOP). The SOP’s are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls affecting the financial statements are adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the entire requirement as stipulated in Section 149(6) of the Companies act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali the Auditors of the Company to audit the accounts of the company for the Financial Year 2017-18. As required under the provisions of the Section 139 of the companies’ act 2013 the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates Chartered Accountants Pali aware that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR’S REPORT

Observations in the Auditor’s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March 2019. Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2017-18 was 30th September 2018. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their re-appointment if made would be within the prescribed limits under Section141(3) (g) of the Companies Act 2013 and that they are not disqualified for re-appointment.

SECRETARIAL AUDIT

During the year under review M/S M Sancheti & Associates Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2018. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, no complaints were received by the Company related to sexual harassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134 read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014 regarding conservation of Energy Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure “A” forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks Institutions the Central Government the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

BY ORDER OF THE BOARD

FOR P G FOILS LIMITED

PLACE : PIPALIA KALAN (PANKAJ P SHAH)

DATE : AUGUST 14,2018 MANAGING DIRECTOR

DIN 00160558

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Mar 31, 2016

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the shareholders.

Dear Shareholders,

The Board presents its 37th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31 st I March, 2016.

FINANCIAL HIGHLIGHTS

(Rs, in Lacs)

	Particulars	2015-16	2014-15
	Total Revenue	21730.38	25837.90
	Total Expenses Profit/(Loss) before Depreciation,	21047.89	24351.14
	Tax and Extraordinary Items	682.49	1486.76
	Less: Depreciation Profit/(Loss) before Taxation and	274.79	239.14
	Extraordinary Items	407.70	1247.62
	Add: Extraordinary Items	999.94	(440.03)
	Profit before Tax	1407.64	807.59
	Less: Current Tax	482.31	356.27
	Less/Add): Deferred Tax	(43.51)	(10.20)
	Profit for the year	968.84	461.52

DIVIDEND AND TRANSFER TO RESERVES The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared interim dividend of Rs. 1.00 per Equity share of Rs. 10/- cach on I 12th February, 2016 which has been paid. No final dividend was recommended by the Board and the interim dividend declared be the Dividend on the Equity Shares of the Company for the Financial year ended March, 2016.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Cross turnover I excluding trading turnover of Rs. 232.44 Crores as against Rs. I 239.12 Crores in the previous year.

Profit before tax for the year is Rs. 14.08 Crores compared to profit of Rs. 8.08 Crores in last year, higher mainly due to I extraordinary receipts.

Exports have decreased to Rs. 1710.85 Lacs from Rs. 1806.59 Lacs in last year.

ISO 9001 -2008 CERTIFICATION

i The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and I Articles of Association of the Company, Shri Sahil R Shah and Smt Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offers them self for re-appointment.

Further The Board of Directors re-appointed Shri Abhay P Shah (DIN 00160590) as Whole-time Director of the Company with I designation "Executive Director" for a further period of five years effective from April 30, 2016 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the for throwing Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Big share Services Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31 st March 2016 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali. . The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating Lo material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2016 and of the profit of the Company for the year ended on that date;

c. 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 detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure- "B”

CORPORATE GOVERNANCE

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Membersand Senior Management Personnel;

ii) Management Discussion and Analysis;

iii) Report on Corporate Governance and;

iv) Auditors'' Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN, INVESTMENT & GUARNTEE

The company have complied with all the provisions of seclion I 18b of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31 st March 2016.

WHISTLE BLOWER POLICY I The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report I to the management concerns about unethical behaviour, actual I or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against I victimization of employees to avail ol the mechanism and also provides for direct access to the Chairman of the Audit I Committee in exceptional cases. None of the personnel of the I Company has been denied access to the Audit Committee.

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related I parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS I The Company has adequate internal fanatical control procedures I commensurate with its size and nature of business. The Company I has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard I Operating Procedures (SOP). The SOPs are designed for all I critical processes across all its plants and offices wherein financial I transaction are undertaken. The financial controls are tested for I operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls, affecting the financial statements are adequate and are operating effectively. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to I the Board that they fulfil all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify I themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules. AUDITORS

I M/s Sharma Ashok Kumar & Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the I company for the Financial Year 2015-16. As required under the I provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pali aware I that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR''S REPORT I Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the I required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been I appointed for auditing cost accounting records of the Company for the year ending 31st March, 2017. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost I Accountants, Jaipur. I

The due date for filing of the Cost Audit Reports for the financial year 2015-16 was 30th September, 2016. The Company has filed the Reports with the Ministry of Corporate Affairs within due dale.

The Company has received letter from Cost Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act,

2013 and that they are not disqualified for re-appointment. ;

SECRETARIAL AUDIT

During the year under review, M/S M Sancehti & Associates Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2016. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLIO’

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-2016, no complaints were received by the Company related to sexual harassment

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

Information in accordance with the provision of the Clause (m) of | sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" |forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its d. ep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and under standing shown by the Members in the Company.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Rpalia Kalan ( PANKAJ P SHAH )

Date : August 13, 2016 Managing Director

DIN 00160558

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Mar 31, 2015

Dear Shareholders,

The Board presents its 36th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31stMarch,2015.

FINANCIAL HIGHLIGHTS

(Rs,in Lacs)

Particulars 2014-15 2013-14

Total Revenue 25832.84 19745.05

Total Expenses 24346.08 19575.30

Profit/(Loss) before Depreciation,

Tax and Extraordinary Items 1486.76 169.75

Less: Depreciation 239.14 290.71

Profitless) before Taxation and Extraordinary Items 1247.62 -120.96)

Add: Extraordinary Items (440.03) 832.67

Profit before Tax 807.59 711.71

Less: Current Tax 356.27 256.75

Less/(Add): Deferred Tax (10.20) (91.65)

Profit for the year 461.52 546.61

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for miss year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 27380.92 Lacs as against Rs. 20508.89 Lacs in the previous year.

Profit before tax and extra ordinary income has increased to Rs. 1247.62 Lacs from Loss of Rs. 120.96 Lacs of previous year mainly due to improvement in margin and increase in production on account of closer of few foil manufacturing units.

Exports have increased to Rs. 1806.59 Lacs from Rs. 1698.15 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Shri Sahil P. Shah is liable to retire by rotation and being eligible offers himself for re-appointment Pursuant to-the provisions of Section 161 (1) of me Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sakshi S Shah was appointed as Additional Director w.e.f. 27th March, 2015 and he shall hold office up to the conclusion of 37th Annua) General Meeting of the Company in the calendar year 2016 and in respect of whom the Company has racer dear notice writing-under section M9«f - the Companies act, 2013 from a member proposing his candidature for the office of director, be arid is hereby appointed as woman director the company Mrs. Sakshi S Shah is not disqualified from being appointed as a Director in terms of Section 164 of the Act and have given their consent to act as Director.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demas and physical) of the company.

DIRECTORS RESPONSIBIHTYSTATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31 st March 2015 are in full conformity with the requirements of the Companies Act, 2013, The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali, The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date;

c. 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 detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF LOAN, INVESTMENT & CUARNTEE

The company have complied with ad the provisions of section 186 of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31st March 2015.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 50 and is attached to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar& Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the company for the Financial Year 2015-16. As required under the provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pail aware that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR'S REPORT

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2016. Pursuant to the provisions of Section 148 of the Companies Art, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur. The due date for filing of the Cost Audit Reports for the financial year 2014-15 was 30th September, 2015. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect mat their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re- appointment

SECRETARIAL AUDIT

During the year under review, M/S M Sanceht & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment

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

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAMIERS MADE BY THE AUDITORS AND THE PRACTICING COMPANYSECRETARYIN THEIR REPORT

There was no qualifications, reservations-or adverse remarks made by the auditors in their report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company,

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Pipalia Kalan (PANKAJ P SHAH)

Date : August 11, 2015 Managing Director

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Mar 31, 2014

Dear Shareholders,

The Board presents its 35th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rsin Lacs) Particulars 2013-14 2012-13

Total Revenue 19745.05 19652.03

Total Expenses 19575.30 19330.69

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 169.75 321.34

Less: Depreciation 290.71 313.40

Profit/(Loss) before Taxation and Extraordinary Items (120.96) 7.94

Add: Extraordinary Items 832.67 590.40

Profit before Tax 711.71 598.34

Less: Current Tax 256.75 183.72

Less/(Add): Deferred Tax (91.65) 24.74

Profit for the year 546.61 389.88

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20508.89 Lacs as against Rs. 20583.20 Lacs in the previous year.

Profit before tax and extra ordinary income has decreased to Loss of Rs. 120.96 Lacs from profit of Rs. 7.94 Lacs of previous year mainly pressure on margin due to price war on excess supply market on account of capacity addition by existing and new units in industry and cheaper import.

Exports have increased to Rs.1698.15 Lacs from Rs. 751.56 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Shri Sahil P Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

Further, in terms of section 152 of the Companies Act, 2013 your Board recommends for shareholders'' approval, the period of office of Shri Pankaj Raj Shah, Managing Director and Shri Abhay Raj Shah, Whole Time Director of the Company, to be liable to determination by rotation. Your directors has approved in its board meeting held on 17.01.2014, re-appointment of Shri Pankaj Raj Shah as Managing Director of the Company for further period of 5 years from 17.01.2014 on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Arun Mohanalal Joshi was appointed as Additional Director designated as an Independent Director w.e.f. 13th August, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Arun Mohanalal Joshi for appointment as an Independent Director.

Shri Hemant Kumar Nema vacated office of Director pursuant to Section 167 of the Companies Act, 2013 on account of his absence from all meetings of Board of Directors held during a period of 12 months without obtaining leave of absence from the board and subject to the provision of Articles of Association of the Company. Board took note of vacation of office of Director in the Board meeting held on 13.08.2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2014 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

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

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s H M Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and resigned due to inability to accept reappointment. Board in their meeting dated

13.8.2014 has proposed M/s chartered

Accountant to audit the accounts of the company for the Financial Year 2014-15. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s

Chartered Accountant, aware that their

appointment if made would be in conformity with the limits specified in the Section.

AUDITORS REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. M/s. Rajesh & Company, Cost Accountants, Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2012-13 was 30th September, 2013. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board Ashram Road, For P G Foils Limited AHMEDABAD-380 009

Place : Pipalia Kalan ( PANKAJ P SHAH ) Date : August 13, 2014 Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Board presents its 34th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS



(Rs. in Lacs)

Particulars 2012-13 2011-12

Total Revenue 19652.03 20184.79

Total Expenses 19330.69 19255.65

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 321.34 929.14

Less: Depreciation 313.40 359.52

Profit/(Loss) before Taxation and Extraordinary Items 7.94 569.62

Add: Extraordinary Items 590.40 263.00

Profit befor Tax 598.34 832.62

Less: Current Tax 183.72 228.38

Less/(Add): Deferred Tax 24.74 0.53

Profit for the year 389.88 603.71

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20583.20 Lacs as against Rs. 20748.82 Lacs in the previous year.

Profit before tax was decreased to Rs. 598.34 Lacs from profit ofRs. 832.62 Lacs of previous year mainly pressure on margin due to excess supply on account of capacity addition by existing and new units in industry and cheaper import.

Exports have increased to Rs. 751.56 Lacs from Rs. 571.20 Lacs.

ISO 9001 -2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vimal Dhadda and Mr. Udhan Kumar Chordia retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Brief resume of the Director(s) proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBl), the Company''s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year ended 31st March 2013 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of i the state of affairs of the Company as at 31 st March 2013 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detectingfraud and other irregularities.

d. Tht annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

You r Company has been practici ng the princi pals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s H M Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2013-14. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s H M Singhvi & Co. that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR''S REPORT

Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company has appointed M/s Rajesh & Company, Cost Accountants, Jaipur, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The cost audit report for the Financial Year 2012-13 which was due to be filed with the Ministry of Corporate Affairs on September 30,2013.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities duringtheyear.

Specific acknowledgement, is also made for the confidence and understanding shown by the Members in the Company.



REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Pipalia Kalan ( PANKAJ P SHAH )

Date : August 14, 2013 Managing Director

---

Mar 31, 2012

The Board presents its 33rd Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue 20184.79 14512.15

Total Expenses 19255.65 13200.42

Profit/(Loss) before Depreciation, Tax and Extraordinary Items 929.14 1311.73

Less: Depreciation 359.52 332.27

Profit/(Loss) before Tax and Extraordinary Items 569.62 979.45

Add: Extraordinary Items 263.00 279.33

Profit before Tax 832.62 1258.79

Less: Current Tax 228.38 365.24

Less/(Add): Deferred Tax 0.53 -44.22

Profit for the year 603.71 937.77

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 20748.82 Lacs as against Rs. 15444.35 Lacs in the previous year.

Profit before tax was decreased to Rs. 832.62 Lacs from profit of Rs. 1258.79 Lacs of previous year mainly pressure on margin due to new entrants in industry and cheaper import.

Exports have decreased to Rs. 571.20 Lacs from Rs. 1053.82 Lacs.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sahil P. Shah and Mr. Hemant Nema retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Brief resume of the Director(s) proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Annexure of Notice of Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s. Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2012 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s. H. M. Singhvi & Co. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date;

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

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

AUDITORS

M/s. H. M. Singhvi & Co., Chartered Accountants, Jaipur the Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2012-13. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s H M Singhvi & Co. that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR'S REPORT

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company has appointed M/s Rajesh & Company, Cost Accountants, Jaipur, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2012-13.

The cost audit report for the Financial Year 2011–12 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2011.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

By order of the Board For P. G. Foils Limited

(PANKAJ P. SHAH) Managing Director

REGISTERED OFFICE

6, Neptune Tower, Ashram Road, AHMEDABAD-380 009

Place : Jaipur Date : September 1, 2012

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the audited annual account of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Rs. In Lacs 2010-11 2009-10

Net Sales & Other Incomes 14781.62 14035.54

Profit/(Loss) before 1580.60 741.83 Depreciation & Tax

Less: Depreciation 332.27 209.24

ProfitALoss) Before Taxation 1248.33 532.59

Less: Provision for Taxation 150.51 75.80 excluding Deferred Tax

Profit After Tax 1097.82 456.79

Add/less:Prior Period Adjustments 160.05 (170.61) and Deferred Tax

Add/Less:Profit Brought Forward 2971.15 2684.97

Profit available for appropriation 3908.92 2971.15

APPROPRIATION:

Less:Transfer to General Reserve 200.00 0.00

Less: Proposed Dividend 81.10 0.00

Less: Dividend Tax 13.47 0.00

Balance Carried forward 3614.35 2971.15

DIVIDEND

Your directors recommend a 10% dividend i.e. Re. 1/-for every equity shares of Rs. 10/- each fully paid-up, for the year 2010-11, aggregating to Rs. 81.10 Lacs, excluding dividend distribution tax.

OPERATIONS

During the year your company achieved a Gross turnover of Rs. 15342.31 Lacs as against Rs. 15263.42 Lacs in the previous year.

Profit before tax was increased to Rs. 1248.33 Lacs from profit of Rs. 532.59 Lacs of previous year mainly due to higher other income and receipt of 250 Lacs Key Man Insurance Maturity Income. During the year company has paid Rs. 250 Lacs towards premium of employer- employee policies on life of employees which has been debited to profit & loss account.

Exports have increased to Rs. 1053.82 Lacs from Rs. 875.73 Lacs.

Windmill installed at Jaisalmer for captive consumption generated 676558 units during 01.04.2010 to 31.03.2011. Company has installed one new 1.50 MW wind mill at Jaisalmer which has generated 713462 net billed units duringthe year.

ISO 9001-2000 CERTIFICATION

The company have been awarded ISO 9001:2000 certificate on 12th April 2005 by BVQI, which has been renewed for 3 years valid till 11th April 2011.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vimal Dhadda and Mr. Udhan Kumar Chordia retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217 (2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31stMarch 2011 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a.The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures.

b.Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the company and the Profit & Loss account for the financial year ended 31st March, 2011.

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

d.The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

Observations in the Auditor's Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

AUDITORS

M/s H M Singhvi & Co. Chartered Accountants, Jaipur the Auditors of the Company will retire at this ensuing Annual General Meeting. The company has received their confirmation that their appointment if made and approved would be within the prescribed limits under section 224 (1-B) of the Companies Act 1956. Accordingly the said Auditors may be re-appointed as Auditors of the Company at this Annual General Meeting.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to gratefully acknowledge the valuable guidance and co-operation extended by the Central and State Government during the year under review. The Directors also express their gratitude to the company's bankers, shareholders, customers and also suppliers who had always supported the company and held in its growth.

Last but not the least, your directors take pleasure in placing on record their deep appreciation of the excellent contribution made by employees at all levels without which the company would not have achieved such good performance.

By order of the Board For P G Foils Limited (PANKAJ P SHAH) Managing Director

REGISTERED OFFICE 6,Neptune Tower, Ashram Road, AHMEDABAD-380 009

Place :Jaipur Date : 25th August 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual report of your Company together with the audited annual account of the Company for the year ended 31 st March, 2010.

FINANCIAL HIGHLIGHTS

Rs. In Lacs

2009-10 2008-09

NetSales & Other Incomes 14035.54 17149.80

Profit/(Loss) before 741.83 (126.73)

Depreciation & Tax

Less: Depreciation 209.24 111.96

Profity(Loss) Before Taxation 532.59 (238.69)

Less: Provision for Taxation 75.80 4.05

Excluding Deferred Tax

Profit After Tax 456.79 (242.74)

Add/less: Prior Period Adjustments (170.61) 98.16

and Deferred Tax

Add/Less: Profit Brought Forward 2684.97 2829.55

Profit available for appropriation 2971.15 2684.97

APPROPRIATION:

Less: Transfer to General Reserve 0.00 0.00

Less: Proposed Dividend 0.00 0.00

Less: Dividend Tax 0.00 0.00

Balance Carried forward 2971.15 2684.97

DIVIDEND

Your directors do not recommend any payment of Dividend for the year ended 31st March 2010.

OPERATIONS

During the year your company achieved a Gross turnover of Rs. 15263.42 Lacs as against Rs. 18456.77 Lacs in the previous year.

Profit before tax was increased to Rs. 532.59 Lacs from loss of Rs. (238.69) Lacs of previous year. During the year company has paid Rs. 250 Lacs towards premium of employer-employee polices and on life of employees and Rs. 450 Lacs towards renewal premium of Key Men Insurance Policy, which has been debited to profit & loss account.

Exports have increased to Rs. 875.73 Lacs from Rs. 554.07 Lacs.

Windmill installed at Jaisalmer for captive consumption generated 8,60,488 units during 01.04.2009 to 31.03.2010. Company has not received shortfall claim against guaranteed generation.

CAPITAL EXPENDITURE

The company has incurred the Rs. 50 Lacs on installing Holland Plant & Machinery and incurred Rs 13.55 Lacs on other plant & machinery items.

ISO 9001 -2000 CERTIFICATION

The company have been awarded ISO 9001:2000 certificate on 12th April 2005 by BVQI. And it has been renewed for 3 years valid till 11 th April 2011.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposit from the public within the meaning of the section 58A of the companies Act, 1956 and the rules made there under.

CHANGE IN SHARE TRANSFER AGENT

M/s. Sharepro Services (India) Private Limited has been appointed as the Share Transfer Agents of the Company in place of Pinnacle Shares Registry Private Limited. Contact details of Sharepro Services (India) Private Limited have been provided under the Corporate Governance Section of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sahil P Shah and Mr. Hemant Nema retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be re- appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable itto achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Companys shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreement have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company. DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Section 217(2AA) of the Companies Act, 1956 your Directors would like to inform the members that the audited accounts for the financial year 31st March 2010 are in full conformity with the requirements of the Companies Act, 1956. The financial results are audited by the statutory auditors M/s H M Singhvi & Co. The Directors further confirm that:-

a) The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relatingto material departures.

b) Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the company and the Profit & Loss account for the financial year ended 31st March, 2010.

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

d) The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

For the year under review there are no employees covered as per the requirement of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) rules 1975 as amended.

ACCOUNTS

Observations in the Auditors Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

AUDITORS

M/s H M Singhvi & Co. Chartered Accountants, Jaipur the Auditors of the Company will retire at this ensuing Annual General Meeting. The company has received their confirmation that their appointment if made and approved would be within the prescribed limits under section 224 (1-B) of the Companies Act 1956. Accordingly the said Auditors may be re-appointed as Auditors of the Company at this Annual General Meeting.

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

Information in accordance with the provision of the section 217 (1) (e) of Companies Act 1956, read with Companies Disclosure of particulars in the report of Board of Directors Rules 1988, regarding conservation of Energy, Technology absorption & Foreign Exchange earning and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGMENTS

Your Directors wish to gratefully acknowledge the valuable guidance and co-operation extended by the Central and State Government during the year under review. The Directors also express their gratitude to the companys bankers, shareholders, customers and also suppliers who had always supported the company and held in its growth.

Last but not the least, your directors take pleasure in placing on record their deep appreciation of the excellent contribution made by employees at all levels without which the company would not have achieved such good performance.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMFDABAD-380 009

Place :Jaipur (PANKAJ P SHAH)

Date : 23rd August 2010 Managing Director