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Directors Report of PG Electroplast Ltd.

Mar 31, 2023

The Board of Directors have pleasure in presenting the Annual Report of your Company along with Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31,2023.

1. FINANCIAL RESULTS: (Rupees in Lakh)
Particulars	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	1,33,114.65	1,03,585.48	2,15,994.75	1,11,163.50
Other Income	472.70	568.57	438.57	432.38
Total Income	1,33,587.35	104,154.05	2,16,433.32	1,11,595.88
Finance costs	2,087.32	1,912.65	4,793.17	2,312.63
Depreciation and amortisation expenses	2,054.96	1,956.87	3,495.07	2,211.27
Total Expenses	1,27,899.10	99,806.38	2,06,679.00	1,06,784.72
Profit before Tax	5,688.25	4,356.35	9,754.32	4,904.22
Total Tax Expenses	1,268.26	1,059.57	2,007.46	1,162.66
Profit for the year	4,419.99	3,296.78	7,746.86	3,741.56
Other Comprehensive Income	4.28	64.02	(3.04)	47.09
Total Comprehensive Income	4,424.27	3,360.80	7,743.82	3,788.65
EPS (Basis)	20.42	15.93	35.78	18.08
EPS (Diluted)	19.27	15.00	33.77	17.03

2. PERFORMANCE OVERVIEW:

During the year under review on a consolidated basis, our total income increased by 93.94% to H 2,16,433.32 lakh for FY 2022-23 from H 1,11,595.88 lakh for FY 2021-22. Our revenue from operations increased by 94.30% to H 2,15,994.75 lakh for FY 2022-23 from H 1,11,163.50 lakh for FY 2021-22, primarily due to growth in our sales of the product business driven by growth in sales of RACs and washing machines. Other income increased by 1.43% to H 438.57 lakh for FY 2022-23 from H 432.38 lakh for FY 2021-22, primarily due to increase in the interest income on deposits with banks and others. Our total expenses increased by 93.55% to H 2,06,679.00 lakh for FY 2022-23 from H 1,06,784.72 lakh for FY 2021-22, on account of the factors like Cost of materials consumed, Purchase of traded goods, Employee Benefit Expense, Finance Costs etc. Our finance costs increased by 107.26% to H 4,793.17

lakh for FY 2022-23 from H 2,312.63 lakh for FY 2021-22, primarily due to increase in the gross borrowings and the interest rates on these borrowings. As a result, our profit for the year increased by 107.05% to H 7,746.86 lakh for FY 2022-23 from H 3,741.56 lakh for FY 2021-22. Other comprehensive income for the year decreased to H (3.04) lakh for FY 2022-23 from H 47.09 lakh for FY 2021-22 due to difference in the actuarial liabilities on account of change in the interest rate. On account of the above, our total comprehensive income increased by 104.40% to H 7,743.82 lakh for FY 2022-23 from H 3,788.65 lakh for FY 2021-22. FY 2022-23 had been a strong growth period for your Company. The detailed operational performance of your Company is provided in the Management Discussion and Analysis Report forming part of this report.

At the end of the year, the Company''s issued, subscribed and paid-up capital was 2,27,42,617 Equity Shares of H 10/- each.

4. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The Board of Directors of your company has not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is available at web-link https://www.pgel.in/pdf/codes-policies/DDPolicy.pdf

6. STATE OF THE COMPANY''S AFFAIRS:

Business and its operations:

PG Electroplast Limited, an established original design manufacturer ("ODM") and contract manufacturer ("CMâ), for the consumer durables industry in India, with primary focus on manufacture of room air conditioners ("RACs"), washing machines and plastic moulding. The Company provide end - to - end solutions across the entire value chain of the products we supply to our customers, which include more than 50 leading domestic and international brands. This includes product conceptualization, designing and prototyping, tool design and manufacturing, supply chain development and final assemblies for products like RACs, washing machines, LED TVs and air coolers. The Company considers its ability to evolve and address the needs of our marquee customer base as a key factor in the

growth of our revenue from operations which grew at a CAGR of 75.26% from FY 2021 to FY 2023. The Company is the fastest growing B2C focused ODM players in India, having recorded the highest revenue CAGR amongst listed peers over FY 2022-23.

The Company, including its wholly owned subsidiary, operates seven manufacturing units located in Greater Noida, Uttar Pradesh; Roorkee, Uttarakhand; and Ahmednagar, Maharashtra. We also operate a unit at Ahmednagar, Maharashtra, where we operate incoming and outgoing quality control of products, storage of raw materials and finished goods and dispatch operations for our other manufacturing units in the location.

The manufacturing units are equipped with high quality machinery, assembly lines and full power backup that enable us to meet the quality requirements of our customers in a timely manner.

The Company has continuously evolved our product portfolio to meet the needs of our customers and cater to the prevailing industry technologies. Post incorporation in 2003, the Company started manufacturing plastic moulded components. Thereafter, in 2014, the Company started focusing on the products business and commenced manufacturing air coolers. We set up an in - house tool room for our tool manufacturing business vertical in 2016 and thereafter started manufacturing semi - automatic washing machines in 2017. In 2018, we started manufacturing RAC IDUs and subsequently RACs ODUs in 2021. Additionally, in 2021, we commenced manufacturing FATL and subsequently LED TVs in 2022. Presently, our product portfolio includes complete RAC sets, washing machines, and televisions, all of which today contribute significantly to our revenue.

The Company has been manufacturing RAC IDUs since 2018 and RAC ODUs since 2021. We offer RACs CBU in the capacity ranging from 1.0T to 2.0T in both fixed speed and invertor categories for various star ratings. We are the second largest player in terms of RAC finished goods sales to the OEMs / brands, basis Fiscal 2023 data. The Company is a largest manufacturer of plastic moulding for consumer durables and consumer electronics industry, in terms of revenue in India, as on March 31,2023. Through the plastic moulding business, we offer a wide range of products including small, medium and large sized, high - precision, surface critical injection moulded components for consumer durables and the consumer electronics industry.

The Company is the second largest ODM player for washing machines in India in terms of volume of units sold as of March 31, 2023, which provides end - to - end assembly solutions for final products. The Company commenced manufacturing semi - automatic washing machines in 2017 and presently offer semi - automatic and fully automatic washing machines in capacities ranging from 6 - 14 kg and 6.5 - 7.5 kg, respectively.

The Company is an end - to - end solutions provider across the entire value chain of the products we supply to our customers. We serve across varied industries such as air conditioners, washing machines, LED TVs, air coolers, automotive components, bathroom fittings and consumer electronics.

Key business developments:

â¢ The Company''s 100% subsidiary PG Technoplast Private Limited (PGTL), has in its Supa plant expanded the capacity to 100,000 Outdoor Units per month and over 150,000 Indoor Units per month during the financial year.

The RAC business clocked 255% growth over FY2022 and had H 1,04,127.31 lakh in Sales. The outlook for the segment remains robust as the Company plans to put new manufacturing plant for RAC manufacturing in North India and also work on improving the value addition further by adding more component manufacturing in-house.

â¢ In FY2023, the Company commissioned its new Washing Machine (WM) manufacturing line in Greater Noida. The expanded capacity for Washing machines stands at 100,000 Units per month for SEMIAutomatic category. In FY2023, company supplied WM to 22 brands across customers and clocked over H 25,885.02/- lakh with 56% growth over FY2022. The outlook for the segment remains robust as company is seeing increased order flow from new and existing customers.

â¢ In FY2023, Air Cooler business clocked sales of H 3,824.92/- lakh, which was just 157% growth over FY2022. In FY2022, sharp increases in plastic raw materials prices impacted the Air Cooler business significantly and therefore on low base sales growth looks exaggerated. However, the outlook remains good for next season as we continue to see improved interest from existing and new customers.

â¢ On a consolidated basis, the Plastic moulding component segment had a YoY sales growth of about 17% and contributed H 65,410.75 lakh to the topline in FY2023. There are specific segments like specialised plastic components in Sanitaryware and Fans, which are growing at a higher rate and driving sales growth in this segment. The outlook for this segment remains in line with consumer durable industry growth. However, due to slightly inferior financial metrics (return ratios) in this business, management wants to allocate relatively low capital to this, and therefore growth rates will be muted in comparison to the product business of the Company.

â¢ In the Electronics division, the Company assembles printed circuit board assemblies for a wide range of applications on a turnkey basis (including

procurement, assembly, testing, packing & shipping) for leading TV manufacturers and also assembles LED TVs. This business contributed 7% to the FY2023 Sales and grew 126% over last year.

â¢ During FY2023, the tooling business contributed ~0.5% to the Company''s total turnover. This business also acts as an enabler for some of the Company''s speciality plastic moulding businesses. In last few years, company has upgraded some of the capabilities of its toolroom and can now manufacture bigger tools. This has, in turn, helped the Company''s ODM Projects turn around faster as it can manufacture critical tools internally. The Company is planning further investments to augment capabilities and capacities in this area. The outlook for the business remains sound, given that as more product development happens locally, opportunities for tool manufacturing should grow exponentially.

All our businesses segments have performed well in FY23, particularly the company''s current focus area -the products business that achieved 182% growth over FY2022.

Capital Expenditure Activities:

During the year, the company on a consolidated basis has incurred H 15,456.60/- lakh on capital expenditure primarily for the purchase of plant and equipment. Further, the Company allocated higher capital expenditure for certain identified eligible white good products such as control assemblies for IDU or ODU or remotes, plastic moulding components, sheet metal components, heat exchangers, cross flow fan, and display panels (LCD / LED) and towards our R&D to meet our customer requirements to sustain or enhance our existing products and to develop new technologies and processes that would better allow us to customize products for our clients. Also, the Company has invested in the construction of new building/floors which has increased the covered area.

7. CREDIT RATING:

During the year, the Credit Rating Agency ''Crisil Ratings Limited'' has assigned to your Company a Long-Term rating "CRISIL A-/Stable" on December 07, 2021. Further, on January 23, 2023 CRISIL Ratings Limited reaffirmed your Company''s Long-Term Rating at "CRISIL A-/Stable (Reaffirmed)â.

8. INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any outstanding amount of unclaimed/unpaid dividend and the corresponding shares.

9. MANAGEMENT:

â¢ Board of Directors:

a) The Board of Directors in their meeting held on February 14, 2022 reappointed Mr. Anurag Gupta (DIN: 00184361) as the Whole Time Director of your Company w.e.f. July 15, 2022.

b) Reappointment of Mr. Anurag Gupta as Whole Time Director was regularised through Postal Ballot Process on March 28, 2022 for a period of three consecutive years w.e.f. July 15, 2022.

c) Mr. Kishore Kumar Kaul (DIN: 07339035) tendered his resignation and ceased to be Non-Executive Independent Director of your Company w.e.f. December 22, 2022 due to personal reasons. He also confirmed that there were no material reasons for his resignation as specified above.

d) The Board of Directors appointed Mr. Raman Uberoi (DIN: 03407353) as an Additional Director in capacity of Non-Executive Independent Director w.e.f. March 22, 2023.

e) The appointment of Mr. Raman Uberoi (DIN: 03407353) as Non-Executive Independent Director of the Company w.e.f. March 22, 2023 was regularised through Postal Ballot Process by the shareholders of the Company on June 21,2023.

Disclosures under Section II of Part II of Schedule V of the Companies Act, 2013:

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors including detail of fixed component is mentioned in Corporate Governance Report as Annexure I.

(ii) Service contracts, notice period, severance fees: N.A.

(iii) Stock option details: N.A.

In accordance with the provisions of the Companies Act 2013, Mr. Anurag Gupta (DIN:00184361), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act. During the year 2022-23, NonExecutive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Company.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The independent directors have also confirmed that they have complied with the Company''s code of conduct.

â¢ Key Managerial Persons:

During the year under review, there was no change in Key Managerial Persons of your Company.

10. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES.

7 (Seven) meetings of the Board of Directors were held during the period under review. For details of the Composition & Meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this Report as Annexure I.

During the year, no such instances occurred where the Board has not accepted any recommendation of the Audit Committee.

11. BOARD EVALUATION AND FAMILIARIZATION PROGRAMME:

The Nomination & Remuneration Committee has carried out a formal annual evaluation of performance of the Board itself through a structured questionnaire after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, of its Committees and individual Directors, pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation of individual Directors including chairman was done by the Directors other than the one being evaluated by Board & Nomination Remuneration Committee.

The Nomination & Remuneration Committee evaluated the performance of each and every director of the company and each member of the committee and expressed satisfaction over their performance.

Further, the Independent Directors also, at their separate meeting held on March 31, 2023 reviewed the performance of chairman of the Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company management and the Board. They expressed satisfaction over the said subject matter.

The details of program for familiarization of Independent Directors of your Company are available at web-link http:// www.pgel.in/pdf/codes-policies/FP ID.pdf

12. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Corporate Governance Report is presented as ''Annexure I''; Management Discussion & Analysis Report and Business Responsibility & Sustainability Report as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms integral part of this report. Compliance certificate on Corporate Governance, issued by M/s Puja Mishra & Co., Practicing Company Secretary also form a part of the said Corporate Governance Report.

13. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company has adopted a Nomination and Remuneration Policy. Salient features of this policy are attached as ''Annexure II'' to this report.

14. REMUNERATION OF DIRECTORS AND EMPLOYEES:

The disclosure pertaining to remuneration and other details of directors and employees as required under section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014 and the amendment thereof have been provided in the ''Annexure III'' forming part of this report.

During the period under review, the Managing/Whole time Director of the company were not in receipt of any commission from the company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

a) that in the preparation of the Annual Accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had 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 as at March 31,2023 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

16. INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly your Company works to strengthen such structures. Your Company has developed & implemented a Risk Management framework for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Company''s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. Regular exercise has been carried out to identify, evaluate, manage and monitor the risks.

Your Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

17. STATUTORY AUDITORS & THEIR REPORT:

M/s S.S. Kothari Mehta & Company, Chartered Accountants, (Firm Registration No. 000756N) were appointed as the Statutory Auditors of the Company from the conclusion of the 19^th AGM till the conclusion of 24^th AGM of the Company.

The Report of Statutory Auditor''s - M/s S.S. Kothari Mehta & Company, on Financial Statements (Standalone & Consolidated) for the year ended on March 31, 2023 are part of this Annual Report. The Statutory Auditor''s Report does not contain any qualification, reservation or adverse remarks. No fraud has been reported by the Auditor.

18. SECRETARIAL AUDITORS & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Puja Mishra & Co., Practicing Company Secretary for conducting Secretarial Audit of Company for the financial year 2022-23. The Secretarial Audit Report of the Company and Material Subsidiary i.e. PG Technoplast Private Limited is annexed with Board Report as ''Annexure IV''. The Secretarial auditor''s report does not contain any qualification, reservation or adverse remarks. The auditors have also given a certificate of Non-Disqualification of Directors as on March 31, 2023 annexed with Board Report as ''Annexure V''.

Other parts of this report are self-explanatory and do not call for any further clarifications.

19. COST AUDITORS:

The Board of Directors have re-appointed M/s Amit Singhal & Associates, Cost Accountants, having Firm Registration Number: 101073, as Cost Auditors to audit the cost records of the financial year 2023-24 and recommended ratification of their remuneration by the shareholders at the ensuing annual general meeting. The Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 w.r.t. the business activities carried out by the Company.

20. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on March 31, 2023, the Company has 2 (Two) Wholly Owned Subsidiaries i.e. M/s PG Technoplast Private Limited and M/s PG Plastronics Private Limited.

During the year, M/s PG Technoplast Private Limited became the Material Subsidiary of the Company.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of all the Subsidiaries in form AOC-1 is annexed hereto as ''Annexure-VI'' and hence, not repeated here for the sake of brevity.

A copy of the audited financial statements of each of the subsidiary companies and English translation thereof will be kept for inspection for any Member of the Company at Corporate Office during business hours. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Company''s website www.pgel.in. Copy of these financial statements shall be made available to any member of the Company, on request.

21. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered by the Company with related parties referred to in section 134 of the Companies Act, 2013 are disclosed in form AOC-2 as ''Annexure VII''.

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material except for transactions with wholly owned subsidiary in accordance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and policy on dealing with Related Party Transactions of the Company. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 2022-23.

All related party transactions entered into by your Company, during the year under review, were approved by the Audit Committee. Prior omnibus approval has been obtained for related party transactions which are repetitive in nature and/or entered in ordinary course of business and at arm''s length. There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and policy on dealing with Related Party Transactions are available at web-link http://www.pgel.in/pdf/codes-policies/RelatedPartvTransactionsPolicv.pdf

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been constantly working towards providing and encouraging medical aid, treatment of poor people, rendering medical care and advice and promoting education and financial assistance to the children and women of weaker sections of society including overall development and upliftment. Your Company''s constant endeavor has been to support initiatives in the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. Details of composition of CSR Committee and Annual Report on CSR Activities of your Company are enclosed as ''Annexure VIII'' and form a part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. CSR Policy, adopted by the Company, is available on its website at link http://www.pgel.in/pdf/ codes-policies/CSRPOLICY.pdf

25. EMPLOYEES STOCK OPTION SCHEME:

Your Company has in place a ''PG Electroplast Employees Stock Option Scheme - 2020'' (Scheme) to enhance the employee engagement, reward the employees for their association and performance and to motivate them to contribute to the growth and profitability of the Company.

The Board of Directors in its meeting held on November 05, 2020 and the shareholders of the company through postal ballot on February 28, 2021 approved the Scheme to create, grant, offer, issue and allot Employee Stock Options ("Optionsâ) to the employees of the Company and its subsidiary company(ies) under the Scheme, in one or more tranches, a maximum of 2% of issued and paid-up capital of the Company. Further, approvals of the Board of Directors and Shareholders of the Company at their meetings held on February 14, 2022 and March 28, 2022, respectively, was accorded to increase the existing pool of the Scheme from 3,90,578 Options to 6,09,422 Options. Accordingly, the options reserved under the Scheme are 10,00,000 Options convertible into equal number of Shares of H10/- each.

The Scheme was in compliance with erstwhile Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 (hereinafter referred as SEBI (SBEB) Regulations). During FY 2021-22, the Scheme was amended to align with the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (hereinafter referred as SEBI (SBEB & SE) Regulations) which were notified on August 13, 2021.

During the year, your Company granted 1,60,000 (One Lakh Sixty Thousand Only) Options to the employees of the

Company and its subsidiary company under the Scheme. Further, your company allotted 53,200 (Fifty-Three Thousand Two Hundred Only) Equity Shares of face value of H 10/- each to the ''PG Electroplast Limited Employees Welfare Trust'' under the PG Electroplast Employees Stock Options Scheme - 2020.

In compliance with the requirements of the SEBI (SBEB & SE) Regulations), a certificate from auditors confirming implementation of the Scheme in accordance with the said regulations and shareholder''s resolution, will be available electronically for inspection by the members during the annual general meeting of the Company. Further the disclosure pursuant to the provisions of the SEBI (SBEB & SE) Regulations) can be accessed at the company''s website at https://www.pgel.in/pdf/Disclosure SBEB 31032023.pdf

26. VIGIL MECHANISM:

The Company has established a Vigil Mechanism / Whistle Blower Policy for dealing with instances of fraud & mismanagement. All Employees of the Company and various stakeholders of the company can make protected disclosures in writing or through mail in relation to matters concerning the Company/unethical behavior/ actual or suspected fraud/ violation of codes & policies of the Company.

Your Company hereby confirm that no directors/employee have been denied access to the chairman of the Audit Committee. There were no complaints received through the said mechanism during the financial year 2022-23.

The Vigil Mechanism or whistle blower policy may be accessed at web-link http://www.pgel.in/pdf/codes-policies/VigilMechanismWhistleBlowerPolicv.pdf

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the http://www.pgel. in/pdf/Annual Return 2022-23.pdf

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:

(A) Conservation of Energy:

The key focus area in our operations is conservation of energy. We endeavor to conserve energy and continuously make efforts to optimize use of fuels, power & water. The following steps have been taken for conservation of energy:

a) The company, in an effort towards reducing the carbon footprint, has begun sourcing some of its required electricity from renewable sources. In FY 2022-23, your Company have entered into a power purchase agreement with a company to obtain at least 3.1 MW of solar energy for our manufacturing unit at Uttar Pradesh for a period of 25 years. Also have installed a 1.4 MW rooftop grid system solar panel at our Unit 2 - Subsidiary in Maharashtra, and a 0.65 MW solar plant at our Unit - 4 in Maharashtra. These initiatives are expected to help the company lower energy costs and reiterate the company''s commitment to sustainable development philosophy.

b) Shop floors which run manufacturing process have been transitioned to LED highbay lights which have further reduced the energy costs by about 60%.

c) The Company purchased several Injection Moulding Machines that use Servo-Hybrid Technologies which use 60% less power than older Injection Moulding Machines.

d) A turbo ventilation system has been installed on all roofs which has reduced the use of exhaust fans.

e) The Company is also maintaining a power factor of about close to 1.

f) All streetlights & main machine flow highbay lights have been substituted for greener LED alternatives.

g) The Company has installed variable frequency drivers in all electric motors which have helped sustain a lower power factor.

h) Using invertor technology to control the speed of the compressor''s motor in the AC plant better temperature regulation has been achieved and has hence reduced energy consumption.

i) The Company continuously evaluate new technologies and techniques to make infrastructure more energy efficient.

The main goal behind all the initiatives is to promote a safe, healthy and green work environment by adopting efficient technologies.

(B) Technology absorption:

In striving for continuous excellence in technology and best quality product, several initiatives have been taken:

a) The bigger moulding machines on the shop floor have been fitted with an automatic conveyor line, thereby reducing production cost while enhancing product quality.

b) With technology from Hoti (Xiamen) Plumbing Inc, the company has added a PU paint shop and a UF thermoset moulding seat facility, giving it new manufacturing capabilities.

c) New Blow Moulding Equipment has also been installed.

d) Additional PCB & SMT assembly-cum-automation machines have been purchased thereby increasing production capacity.

e) Industrial robots are being installed on injection moulding machines which will reduce manpower cost.

f) Injection moulding machines with servo drive technology have been added to the facilities.

These initiatives will help the Company to manufacture

cheaper and more durable products.

(H in Lakhs)
Particulars	2022-23	2021-22
Foreign Earnings	201.62	37.73
Foreign Outgo	32,762.77	16,944.45

29. SIGNIFICANT & MATERIAL REGULATORY ORDERS:

During the reporting period, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

30. MATERIAL CHANGE AND COMMITMENT OCCURRED BETWEEN END OF FINANCIAL YEAR AND THE DATE OF REPORT:

The Nomination & Remuneration Committee on May 26, 2023 allotted 48,200 (Forty-Eight Thousand Two Hundred only) Equity Shares of H 10/- each to ''PG Electroplast Limited Employees Welfare Trust'' under the PG Electroplast Employees Stock Options Scheme - 2020.

The Nomination & Remuneration Committee on May 26, 2023 granted 3,57,000 (Three Lakh Fifty-Seven Thousand only) Employee Stock Options convertible into equal number of Equity Shares of the Company of face value of H 10/- each, to the Employees of the Company and its Subsidiary Company, under the PG Electroplast Employees Stock Option Scheme - 2020.

The Nomination & Remuneration Committee on August 22, 2023 allotted 28,700 (Twenty Eight Thousand Seven Hundred Only) Equity Shares of H 10/- each to the ''PG Electroplast Limited Employees Welfare Trust'' under PG Electroplast Employees Stock Options Scheme - 2020.

The QIP Committee - 2022-23 on September 02, 2023, approved the issue and allotment of 32,05,128 Equity Shares, to eligible QIBs at the issue price of H 1,560/- per Equity Share aggregating to H 499,99,99,680/- (Rupees Four Hundred Ninety-Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand Six Hundred Eighty Only), pursuant to the QIP.

The post allotment, paid-up equity Capital of the Company stands increased to H 26,02,46,450/- consisting of 2,60,24,645 Equity Shares of face value of H10/- each.

Your Company on July 13, 2023 entered into a 50-50 Joint Venture (JV) Agreement with Jaina Group [Jaina Marketing & Associates (JMA), Jaina India Private Limited (Jaina India) and Goodworth Electronics Private Limited (Goodworth)] to create a strong and competitive business that can meet the growing demand for high-quality televisions. Further, on July 31, 2023 pursuant to the JV Agreement, your Company acquired 5,000 (Five Thousand) Equity shares at face value of H 10/- each of Goodworth Electronics Private Limited (JV Company).

Except for the details mentioned above, there is no material change and commitment occurred between March 31, 2023 and the date of this report, which may affect the financial position of the Company.

31. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:

During the reporting period, your company has duly complied with all applicable secretarial standards.

32. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All employees, whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(d) Number of cases pending at the end of the year: NIL

ACKNOWLEDGEMENT

The Directors extended their vote of thanks to the Company''s employees, customers, vendors, business associates investors and all stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the PG Group.

For and on Behalf of Board of Directors of PG Electroplast Limited

Sd/- Sd/-

(Anurag Gupta) (Vikas Gupta)

Chairman MD-Operations

DIN: 00184361 DIN: 00182241

Date: September 07, 2023 B-15, Kalindi Colony, B-15, Kalindi Colony,

Place: Greater Noida Delhi-110065 Delhi-110065

Mar 31, 2018

DEAR MEMBERS,

The Board of Directors have pleasure in presenting the 16th Annual Report on business & operations of the Company and Audited Financial Statements, for the financial year ended 31st March, 2018.

1. RESULTS ON OPERATIONS:

(Rs. in Lakh except EPS)

Particulars	FY 2017-18	FY 2016-17
Revenue from operations	39,942.07	36,635.00
Other income	531.05	313.45
Profit after Tax	748.50	336.18
Other Comprehensive Income	20.64	18.67
EPS	4.69	2.16

Your company has adopted Indian Accounting Standards ("IND-AS") with effect from 1st April 2017 with a transition date of 1st April 2016. The financial statements for the year ended 31st March 2018 has been prepared in accordance with IND-AS & the financial statements for the year ended 31st March 2017 has been restated to comply with IND-AS to make them comparable.

2. PERFORMANCE OVERVIEW:

During the year under review, your company''s revenue grew by 9.03%, primarily due to increase in sales. The profit after tax for the financial year was Rs748.50 lakh as against Rs 336.18 lakh in the previous year which increased by 122.65%. Earnings per share of the Company also increased by more than double from EPS of previous financial year.

As required under regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) regulations 2015, the Managements Discussion & Analysis Report, containing more details on state of Company Affairs, is attached & forms part of this Annual Report.

3. PROJECTS & EXPANSION PLAN:

During the year, the Company has incurred Rs 6,623.40 Lakhs on capital expenditure. The Company has installed several new injection moulding machines in its factories and increased covered area of existing factories by constructing new buildings/floors The Company added new capacity of PU paint shop, started UF thermoset moulding seat facility. Tool Room facility for making moulds has been further ramped up during the year and company commercially launched Washing machine under ODM model.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Biographical details of members of the Board as at the date of this report are set out on pages 18 to 19. There has been no change in composition of Board of Directors during the year.

In accordance with the provisions of the Companies Act 2013, Mr. Vishal Gupta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act. During the year, non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Company.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year. The independent directors have also confirmed that they have complied with the Company''s code of conduct.

MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES

Five meetings of the Board of Directors were held during the period under review. For details of Composition & Meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this Report as Annexure I.

CHANGE IN KMPs.

Mr. K. A. Khandelwal, CFO (designated as KMP) has resigned w.e.f. 04/11/2017.

5. DIVIDEND:

The Board of Directors have not recommended any dividend.

6. BOARD EVALUATION AND FAMILIARIZATION PROGRAMME:

The Board has carried out a formal annual evaluation of performance of the Board itself, its Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation of individual Directors including chairman was done by the Directors other than the one being evaluated by Board & Nomination Remuneration Committee. For evaluation of Board itself & its Committee, the Board followed internal evaluation methodology, which was based on criteria be set by the Nomination and Remuneration Committee.

Further, the Independent Directors also, at their separate meeting assessed the quality, quantity and timeliness of flow of information between the company management and the Board.

The details of program for familiarization of Independent Directors of your Company are available at webpage http:// www.pgel.in/investor.aspx.

7. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance Report and Management Discussion & Analysis Report as stipulated under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 which forms integral part of this report, are presented as ''Annexure I'' & on page no. 20 to 27 respectively. Compliance certificate on corporate Governance, issued by M/s RSJ Associates, Practicing Company Secretary also form a part of the said Corporate Governance Report.

8. POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on appointment & remuneration of Directors and Senior Management Employees. This policy is attached as ''Annexure II'' to this report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts of Financial Year 2017-18, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d) They had prepared the annual accounts on a going concern basis; and

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

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

10. RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS:

The Company has developed & implemented a Risk Management framework for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Company''s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. Regular exercise has been carried out to identify, evaluate, manage and monitor the risks.

The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

11. STATUTORY AUDITORS & THEIR REPORT:

During the reporting period, M/s Chitresh Gupta & Associates has been re-appointed as Statutory Auditors of the Company to hold office from 15th AGM to 19th AGM, which shall be held in year 2021. The Statutory Auditor''s Report on Financial Statements, for the year ended on 31st March 2018, does not contain any qualification, reservation, adverse remarks, disclaimer or observations. The report is self-explanatory and do not call for any further clarifications.

12. SECRETARIAL AUDIT & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s RSJ Associates, Practicing Company Secretary, for conducting secretarial audit of Company for the financial year 2017-18. Their report is annexed with Board Report as''Annexure III. The Secretarial auditor''s report does not contain any qualification, reservation, adverse remarks, disclaimer or observations except following:

The Auditors mentioned about Order dated 02.08.2017, passed by the Adjudicating Officer of Securities & Exchange Board of India, please refer para 22 of this report for more explanations.

They have also written about requirements of registration under E-Waste (Management) Rules and Plastic Waste (Management and Handling) Rules. The Company has applied for registration as manufacturer (not being producers or brand owner as defined in the said rule) under E-Waste (Management) Rules and the registration has not yet been received by the Company during the financial year ended on 31st March 2018.

Other parts of this report are self-explanatory and do not call for any further clarifications.

13. COST AUDITORS:

The Board of Directors have re-appointed M/s Amit Singhal & Associates, Cost Accountants, having Firm Registration Number-101073, as Cost Auditors to audit the cost records of the financial year 2018-19 and recommends ratification of their remuneration by the shareholders at the ensuing annual general meeting. Cost Audit Report for FY 2017-18 will be filed with Ministry of Corporate affairs

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the preceding financial year 2016-17, the Company did not match the criteria of net worth or turnover or net profit for applicability of CSR, provided under Section 135 of the Companies Act 2013 & rules made there under. Thus, the Company was not required to constitute a CSR committee during financial year 2017-18. However, the Company is committed to act in a socially responsible, ethical and environment friendly manner and serve the society at large.

Net profit of the Company for the financial year 2017-18 was Rs 7.48 Crores. Thus, the Company has constituted CSR committee in ongoing financial year & will take CSR initiatives during the ongoing financial year.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism /Whistle Blower Policy for dealing with instances of fraud & mismanagements. All Employees of the Company and various stakeholders of the company can make Protected Disclosures in writing or through mail in relation to matters concerning the Company/unethical behavior/ actual or suspected fraud/ violation of codes & policies of the Company.

Your Company hereby confirm that no directors/employee have been denied access to the chairman of the Audit Committee. There was no complain received through the said mechanism during the financial year 2017-18.

The Vigil Mechanism or whistle blower policy may be accessed at web-link http://www.pgel.in/PDF/VigilMechanismWhistle BlowerPolicy.pdf.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES:

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 & policy of the Company.

All related party transactions entered by your Company, during the year under review, were approved by the Audit Committee. Prior omnibus approval has been obtained for related party transactions which are repetitive in nature and/or entered in ordinary course of business and at arm''s length. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

To fuel future growth, promoters have further infused Rs 22.63 Crores in the Company as an interest free loan during the year, after approval of Audit Committee & the Board of Directors. For more detail refer Note No. 35 of ''Notes to Financial Statements''.

The policy on materiality of Related Party Transactions and policy on dealing with Related Party Transactions are available at web-link http://www.pgel.in/PDF/RelatedPartyTransactionsPolicy.pdf.

The particulars of contract or arrangements entered by the Company with related parties referred to in section 134 of the Companies Act are disclosed in form AOC-2 as ''Annexure IV''.

17. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY:

Your Company does not have any subsidiary, joint venture or associate Company. During the year under review, no company became or ceased to be subsidiary of the Company.

18. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN, AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2017-18, the Company has not given any loan or guarantee, has not made any investment & provided any securities under section 186 of the Companies Act, 2013.

19. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in prescribed form MGT-9 is enclosed as ''Annexure - V''. Annual Return is also available on weblink http://www.pgel.in/PDF/Annual_Return_2017-18.pdf

20. PARTICULARS OF EMPLOYEES:

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:

(A) Conservation of Energy:

Conservation of energy is key focus area in operations and in our endeavour to conserve energy, the Company continuously makes efforts to optimize use of fuels, power & water. The following steps has been taken for conservation of energy:

a) The Company purchased several Injection Moulding Machines that use Servo-Hybrid Technologies which use 60% less power than older Injection Moulding Machines.

b) Shop floors which run manufacturing process have been transitioned to LED highbay lights which have further reduced the energy costs by about 60%.

c) The Company is also maintaining a power factor of about close to 1.

d) A turbo ventilation system has been installed on all roofs which has reduced the use of exhaust fans.

e) The Company has installed variable frequency drivers in all electric motors which have helped sustain a lower power factor.

f) Using invertor technology to control the speed of the compressor''s motor in the AC plant better temperature regulation has been achieved and has hence reduced energy consumption.

g) All street lights & main machine flow highbay lights have been substituted for greener LED alternatives.

h) The Company continuously evaluate new technologies and techniques to make infrastructure more energy efficient.

(B) Technology absorption:

In striving for continuous excellence in technology and best quality product, several initiatives have been taken:

a) With technology from Hoti (Xiamen) Plumbing Inc, the company has added a PU paint shop and a UF thermoset moulding seat facility, giving it new manufacturing capabilities.

b) The bigger moulding machines on the shop floor have been fitted with an automatic conveyor line, thereby reducing production cost while enhancing product quality.

c) Additional PCB & SMT assembly-cum-automation machines have been purchased thereby increasing production capacity.

d) New Blow Moulding Equipment has also been installed.

e) Injection moulding machines with servo drive technology have been added to the facilities.

f) Industrial robots are being installed on injection moulding machines which will reduce manpower cost.

These initiatives will help the Company to manufacture cheaper and more durable products.

The expenditure incurred on Research and Development is Rs 14.31 Lakhs.

(Rs. in Lakh)

Particulars	2017-18	2016-17
Foreign Exchange Earnings	4.50	4.16
Foreign Exchange Outgo	1801.26	2489.18

22. SIGNIFICANT & MATERIAL REGULATORY ORDERS:

An adjudication order dated August 2, 2017 has been passed by Adjudicating officer (AO) of SEBI in the matter of alleged irregularities in Initial Public Offer of the Company in the period August 2011 to September 2011 for issue of 57,45,000 equity shares of face value Rs 10/- each through 100% book building process.

In this matter a show cause Notice dated September 11, 2013 was issued under rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by Adjudicating Officer) Rules 1995 read with section 15I(2) of SEBI Act 1992. SEBI initiated adjudication proceedings under the Act to inquire into and adjudge the alleged violations of certain provisions/Section/ regulation of the SEBI Act, 1992; SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003 (PFUTP Regulations); SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (ICDR Regulations) by the Company and its directors namely, Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta.

Now, vide order dated August 2, 2017 Adjudicating officer of SEBI has imposed monetary penalties of Rupees One Crore on the Company and Rupees One Crore on each of four directors (mentioned in above paragraph) for the violation of ICDR Regulations. AO has also imposed penalty on 26 entities for violation of the provisions of Section 11C(2) and (3) of the SEBI Act, 1992, they are not related to PG Electroplast Limited. As regards the violation of the provisions of PFUTP Regulations by the Company and its directors, AO find that the Hon''ble SAT (Order dated August 30, 2016) has not found any merit in the said allegations. The Company has filed appeal before SAT against said adjudication order.

23. MATERIAL CHANGE & COMMITMENT OCCURRED BETWEEN END OF FINANCIAL YEAR & THE DATE OF REPORT:

There is no material change and commitment occurred between 31st March 2018 and date of this report, which may affect financial position of the Company.

24. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:

During the reporting period, your company has duly complied with all applicable secretarial standards.

25. OTHER DISCLOSURE:

The Board of Directors states that there is nothing to report in relation to following subjects/topic, because nothing has happened in matter of such subjects.

a) Details related to deposits covered under chapter V of the Companies Act 2013,

b) Details of frauds reported by the Auditors under section 143(12) other than those which are reportable to central government,

c) Issue/redemption of any kind of share or debenture,

d) Amount transferred to Reserve,

e) Complaints received under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) act, 2013

f) Disclosures with respect to demat suspense account/ unclaimed suspense account

g) Amount required to be transferred to Investor Education and Protection Fund (IEPF), as Company did not have any funds lying unpaid or unclaimed for a period of seven years.

ACKNOWLEDGMENT

The Directors express their sincere appreciation for the invaluable contribution made by the Company''s employees which made it possible for the Company to achieve its goals. They would like to appreciate their valued shareholders, bankers and customers, suppliers, business associates and government authorities for their continuous support & assistance.

For and on Behalf of Board of Directors of

PG Electroplast Limited

Date: 11/08/2018

Place: Greater Noida

(Mr. Anurag Gupta) (Mr. Vishal Gupta)

Chairman Executive Director

DIN: 00184361 ^{DIN: 00184809}

B-15, Kalindi Colony B-15, KALINDI Colony

Delhi-110065 Delhi-110065

Mar 31, 2015

To The Members of PG Electroplast Limited

The Directors are pleased to present the Annual Report and the audited financial statements for the financial year 2014-15.

1. Business Operation:

The Company is an electronic manufacturing services (EMS) provider for original equipment manufacturers (OEMs) of consumer electronic products in India. The Company has its presence in various businesses including Plastic injection molding, Plastic injection tool designing and manufacturing, Final assembly of Washing machine, Juicer/Mixer/Grinder, CTV, Air-conditions, CFL, Printed circuit board assemblies, Motor manufacturing, Solar lamp, automotive parts manufacturing and Food storage containers like microwave cookware kit, tiffin boxes, plastic jars, plastic bottles etc. The Company has four operational manufacturing plants & one plant is being set up.

2. Financial highlights:

Rupees in crore Particulars FY 2014-15 FY 2013-14

Revenue from operations (net) 238.73 218.13

Other income 3.33 5.77

TOTAL REVENUE 242.06 223.90

EXPENDITURE 226.93 221.40

Earnings before interest, tax, depreciation and amortization

Depreciation and amortization expense 9.47 11.25

Finance costs 10.20 11.53

Loss before tax (4.54) (20.28)

Tax expense; - -

Profit/ (Loss) for the year (4.54) (20.28)

3. Major capital expenditure program:

To meet the growth in molding business and other business,the company has installed the injection moulding machines and other machines which has been imported on deferred payment credit basis.

4. Management's Discussion & Analysis Report:

Management's Discussion & Analysis Report for the year ended March 31, 2015 has been presented as ANNEXURE I.

5. Dividend & Transfer to Reserve:

Directors have not recommended any dividend as the Company has incurred loss during the reporting year& No amount would be transferred to reserve.

6. Deposits:

The Company has not accepted any deposit covered under chapter V of the Companies Act, 2013 &. no amount of principal as well as interest was remain unpaid or unclaimed as at the end of the year. There has not been any default in repayment of deposits or interest thereon.

7. Directors & KMPs:

According to the provisions of the Companies Act 2013, Mr. Vishal Gupta, Director of the Company will retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment. Tenure of Dr. Rita Mohanty, additional Director of the Company is expiring on the date of ensuing AGM. The Company has received notice in writing, proposing her appointment as an Independent Director in ensuing Annual General Meeting. APPOINTMENT & RESIGNATION

- The Board express appreciation for the valuable contribution made by Mr. Ram Dayal Modi, Independent Director, who has resigned from the Company w.e.f. 01/11/2014.

- During the reporting Year, the members have approved regularization of additional Director Mr. Ayodhya Prasad Anand, as Independent Director.

- Dr. Rita Mohanty, was appointed by the Board w.e.f. 31/01/2015, as Additional Director in category of Independent Director.

- Mr. K.A. Khandelwal has resigned from position of Company Secretary w.e.f. 10/07/2014 & appointed as Chief Financial Officer of the Company w.e.f 11/07/2014.

- Mr. Rahul Kumar was appointed as Company Secretary w.e.f. 11/07/2014

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act.

8. Meeting of Board & Committee:

Please refer report on corporate governance, provided as ANNEXURE II, for details of meeting of the Board & its Committee.

9. Audit Committee:

The Audit Committee comprises of four Directors; out of them three are Independent Directors, namely- Mr. Sharad Jain (Chairman), Mr. Devendra Jha and Mr. Ayodhya Prasad Anand. Fourth member is Mr. Vishal Gupta, Whole Time Director in the Company. All the recommendation made by the Audit Committee, during the financial year ended March 31, 2015 was accepted by the Board.

10.Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy. All Employees of the Company and various stakeholders of the company are eligible to make Protected Disclosures in writing or through mail under the Policy in relation to matters concerning the Company. The Vigil Mechanism or whistle blower policy may be accessed at Companies website at link http://pgel.in/investor.php?id=13.

11.Nomination & Remuneration Committee & Policy:

The Nomination & Remuneration Committee of the Company comprises of 4 Directors, out of which 3 are Independent Directors, namely- Mr. Devendra Jha (Chairman), Mr. Ayodhya Prasad Anand, Dr. Rita Mohanty & fourth one is Mr. Promod Gupta, Chairman of the Company. The Nomination & Remuneration Policy for directors & Key Managerial Personnel are annexed as ANNEXURE-III.

12.Formal Annual Evaluation by the Board:

Formal evaluation of Directors has been made in separate meeting of Independent Directors on 23/03/2015 as well as in first Nomination & remuneration Committee and Board Meeting held on 30/05/2015 after the close of the year 2014-15. During the evaluation of the Board, various people & process factors were discussed. Committee has been evaluated by considering its effectiveness, performance and term of reference.

Evaluation of Independent directors have been made by considering various factors like their objectivity while exercising duties in bona fide manner, time and attention they pay to the Company, maintaining status of independence etc.While evaluation of Managing & Whole time Directors have been made by considering their performance & role assigned to them.

13.Familiarization program for Independent Directors:

The Company proactively keeps its Directors informed of the regulatory updates, operation of the Company and provides an overall industry perspective as well as issues being faced by the industry. The details of modal familiarization programs provided to the Directors is available at the link http://pael.in/upload imaqes/pdf/1429163383s.pdf

14.Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) 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.

f) 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.

15.Risk Management & Internal Finance Control:

The Company has devised and implemented a mechanism for risk management. The Audit Committee and the Board of Directors review the risks, if any involved in the Company from time to time. Appropriate procedures have been incorporated in the workflow of the Company to identify the elements of risks, if any, which may threaten the existence of the company.

The Company has adequate internal financial control system with reference to the financial statements. As per the periodic evaluation and review by the Audit Committee and the Board of Directors, no reportable weakness in the design and operation was observed during the period under review. Elements of risk are detailed in Management discussion & analysis report annexed as ANNEXURE I.

16.Auditors:

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi has been appointed as Statutory Auditors in 12th AGM of the Company for a period of three consecutive years up to conclusion of 15thAnnual General Meeting of the Company. However their appointment is subject to ratification by members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Hence, the appointment of M/s. Chitresh Gupta &.Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 13th Annual General Meeting of the Company.

17.Cost Audit:

The Board of Directors has appointed M/s Amit Singhal & Associates, Cost Accountants, having Firm Registration Number: 101073, as Cost Auditors to audit the cost records of the financial year 2015-16.

18.Auditors Report:

The Auditors Report on Financial Statements for the year ended on 31st March 2015 does not contain any qualification, adverse remarks or disclaimer and does not call for any further comments or clarification.

19.Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Ashu Gupta & Co., Practicing Company Secretary for conducting secretarial audit of Company for the financial year 2014-2015. The Secretarial Audit Report is annexed as ANNEXURE IV. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

20.Corporate Governance:

The Report on Corporate Governances stipulated under the Listing Agreement along with the requisite certificate from the Auditors of the Company confirming compliance of Corporate Governance is presented as ANNEXURE-II. A certificate regarding compliance of condition of corporate governance as stipulated under clause 49 of the Listing Agreement has been presented as ANNEXURE-IIA.

21.Particulars of contracts or arrangement made with related parties:

All Related Party Transactions that were entered into during the financial year were at arm's length and were in the ordinary course of business. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement. The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.pqel.in .The details of particulars of contracts or arrangements with Related Parties referred to in Section 188 in the Form AOC-2 pursuant to the Companies [Meetings of Board and Its Powers] Rules, 2014 are annexed with the Directors' Report as ANNEXURE-V.

22.Particulars of loan given, investments made, guarantee given and securities provided under section 186 of the Companies Act, 2013:

The Company has not given any loan or guarantee, has not made any investment & provided any securities under section 186 of the Companies Act, 2013 during the financial year ended March 31, 2015.

23.Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed with this report as ANNEXURE-VI.

24.Policy on Directors' appointment & Remuneration:

The nomination & remuneration policy of the Company is presented as annexure-iii.

25.Subsidiary, joint venture or associate company:

M/s Diamond Mattress Company Private Limited ceased to be a subsidiary of the Company. Assets & Liability of that Company had become NIL in Financial 2013-14 & Form FTE was filed with ROC on 09/04/2014 to strike off its name. The Company has received a notice of dissolution dated 04/09/2014 from concerned ROC.Now, the Company does not have any subsidiary Company.

26.Corporate Social Responsibility:

Section 135 of the Companies Act 2013 & rules made there under does not apply on the Company. Thus CSR committee has not been constituted and Corporate Social Responsibility policy was not required to be developed. However, the Company undertakes to act in a socially responsible manner and serve the society at large.

27.Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has constituted Internal Complaint Committee at each premise to look after complaints received under this Act. The Company has not received any complaints during the year.

28.Deployment of IPO proceeds:

Given below are the details of utilization of IPO proceeds as on 31st March 2015: (Rs./Lacs)

As mentioned in the Particulars Up to 31.03.2015 prospectus

Proceeds from IPO 12,064.50 12,064.50

Less utilization

Issue related expenses (net of reimbursements) 993.39 900.74

Expansion of manufacturing facility under Phase II 5,977.05 5,114.29

Capital Expenditure (Building, Plant & Machinery) 1,040.66 0

General Corporate Purpose 100.75 2,139.47

Repayment of Loans 1,564.84 2,410.00

Working Capital 1,902.03 1,500.00

Total Expenditure 11,578.72 12,064.50

Unutilized balance lying in Escrow Account 485.78

For more details please refer point 5 to Notes to Account -28. (Board has been authorized to reschedule, alter or modify utilization of IPO proceeds vide resolution passed at AGM held on 12/09/2012).

29.Conservation of energy, technology absorption, foreign Exchange earning & outgo:

(A) Conservation of Energy: The step taken or impact on conservation of energy, the steps taken by the company for utilizing alternate sources of energy and the capital investment on energy conservation equipment:

a) The Company has installed variable frequency drives at all its auxiliary equipment's which saves 30-40% power on regular basis.

b) The Company tries to maintain power factor close to 1.

c) The Company has installed turbo ventilation on all its roofs which decreases the need of using exhaust fan.

d) The Company uses invertors technology in compressor in AC plant, which Cheating & AC plants, which control the speed of the compressor motor, so as to continuously regulate the temperature reduce energy consumption.

(B) Technology absorption: The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution:

a) The Company has installed state of the art SMT, PCB assembly machine recently.

b) The Company has also installed Blow Molding Equipments.

c) The Company has stated using injunction moulding machine with survo drive technology These initiates help the Company to manufacture long lasting, cheaper and compatible products.

Information of imported technology (imported during the last three years reckoned from the beginning of the financial year): No such import was made during last three years.

The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo-

The information in this regard is provided in point 8 of Note no 28-other notes on Account.

30.Disclosure related Remuneration required under rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules 2014:

Please refer ANNEXURE VII for captioned details.

31. Material Changes and Commitments:

No material Change and commitments have occurred after the close of the Financial Year till the date of this report, which affect the financial position of the Company.

32. Regulatory Orders:

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's Operations in future.

However The Company had filed application for compounding of offence under Section 621A of the Companies Act, 1956 for certain violation of section 211 in Financial Statements of 2009-10 & 2010-11. The Hon'ble Company Law Board had imposed compounding fees amounting to Rs. 1,92,000/- (Compounding Fees of Rs. 48,000/- each on following 4 directors- Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta. Further, Compounding Fees of Rs. 36,000/- were imposed on Ex -Company Secretary Mr. Naveen Chandra Kushwaha by the Hon'ble Company Law Board.

33. PARTICULARS OF EMPLOYEES

There was no employee in the Company, who was in receipt of remuneration for the year 2014-15, in excess of or equal to limit prescribed in sub-rule (2) of Rule (5) of the Companies (Appointment and remuneration of Managerial Personal) Rules, 2014

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

35. Listing of Shares:

The equity shares of the Company are listed on BSE & NSE. The Listing fees for the financial year 2015-16 has been paid.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on Behalf of Board of Directors Date : 08/08/2015

Place: Greater Noida

(Mr. Promod Gupta) (Mr. Vishal Gupta)

Managing Director Whole Time Director

DIN:00181800 DIN: 00184809

B-15, Kalindi Colony, Delhi- B-15, Kalindi Colony, Delhi- 110065 110065

Mar 31, 2014

Dear Shareholders,

The Board of Directors hereby presents the Twelfth Annual Report together with the audited financial statements for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from Operations 21,812.60 30,264.05 (Net of Excise Duty)

Add: Other Income 577.79 657.39

Less: Expenditure 22,140.63 29,765.51

Earnings before Interest, Tax, depreciation and amortization (EBITDA) 250.03 1,155.93

Less: Depreciation & Amortization Exp. 1,125.50 923.12

Finance Cost 1,152.84 1,112.35

Profit/(Loss) before tax (2,028.31) (879.54)

Less: Tax Expenses -Income Tax for earlier yrs - -

-Deferred Tax - (379.82)

Profit/(Loss) Post Tax (2,028.31) (499.72)

BUSINESS OPERATIONS

Gross revenue from the operations has gone down by around 28% and EBITDA has decreased to Rs. 250.03 Lacs. It is mainly because your company has stopped the business of making CTV sets for their main customer LG, LG has taken a decision in the month of January 2013 that as a part of their marketing strategy they will stop making CTV sets in Indian market and consequent to that decision they stopped buying CTV sets from company w.e.f. April 2013.The company also stopped making washing machines during the year 2013-14 as the company''s customer ''Onida'' ''Onida'' shifted the production of this product in house to their own factory in Roorkee, Uttarakhand. The company lost around Rs. 130 crores of sales as a result of this. The company has been focusing on their plastic injection moulding business and in year 2013-14 the plastic moulding business has increased by around 30%. The company has been trying to diversify their customer profile by adding new customers. The company has been also trying to add new products also. All these issue are being addressed by the Company to overcome losses and board is confident that Company will generate cash profits from next fiscal year.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

Diamond Mattress Company Private Limited, only subsidiary of the Company, has filed a form FTE with ROC to get its name struck off from register of ROC. Board of Subsidiary Company had given approval for the same on March 31, 2014. This Company was inoperative for last one year and does not have any assets or liabilities as on March 27, 2014. Net worth of this Company was nil as on March 27, 2014. Hence, consolidated financial statement has not been prepared.

DEPLOYMENT OF IPO PROCEEDS:

Given below are the details of utilization of IPO proceeds as on 31st March, 2014:

Rs.In Lacs

Particulars Up to As mentioned in 31.03.2014 the prospectus

Proceeds from IPO 12,064.50 12,064.50 Less utilization Issue related expenses (net of reimbursements) 993.39 900.74 Expansion of manufacturing facility under Phase II 5,977.05 5,114.29 General Corporate Purpose 903.00 2,139.47 Repayment of Loans 424.95 2,410.00 Working Capital 745.34 1,500.00

Total Expenditure 9,043.73 12,064.50

Balance pending for utilization 3,020.77 Unutilized balance lying in Escrow Account 485.77 Unutilized balance deployed in Inter Corporate Deposits 2,535.00

Out of IPO proceeds, The Company has deployed Rs. 3200 Lacs as Inter corporate deposits as an interim measure to earn interest pending deployment towards the object of the issue. Further the Company has given advances for purchase of Land.

As on 28.05.2014, details of money recovered pursuant to SEBI order are as follows: (Rs. in crore)

Amount Amount Amount Given Recovered outstanding

ICDs 32.00 19.78 12.22 Cancellation of Land Deal 13.50 4.47 9.03 Recovery of Advance paid for purchase of Raw material 7.25 3.36 3.89

In accordance with authority given to the Board vide resolution passed at 10th Annual General Meeting of members pursuant to Section 61 of the Companies Act 1956, the Board of Directors of the Company has taken decision to utilize the proceeds of the IPO recovered on account of(a) recovery of the ICDs for Rs. 32 Crores (b) cancellation of land deals and (c) repayment of other advances given for raw material purchases for the purpose of:

1. Repayment of term loans, working capital term loan, buyers credit etc. to State Bank of India and Standard Chartered Bank,

2. Payment of interest to State Bank of India & Standard Chartered Bank,

3. Purchase of Moulds and other equipments/instruments related to plant and machinery, construction activities in factory premises etc&

4. Repayment of ICDs taken and for Working capital requirements

CAPITAL EXPENDITURE

The Company has till date invested around Rs. 7.50 crore in the expansion of the existing facilities and adding new production facilities for starting the production of kitchen appliances such as Juicer Mixer Grinders, Mixer grinders, Choppers and Room Heaters and other electronic products. The company further plans to invest around Rs. 3 to 4 Crores for plant and machinery and adding new building in the existing factory premises. The part of funds received in form of refund of ICDs and Land advance are being used for these expansion purposes. All these efforts will help the Company in increasing its sales and adding new products and new customers.

DIVIDEND

As the Company has incurred loss in financial year 2013-14, the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors does not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

l) That in the preparation of the annual accounts for the financial year ended 31st March, 2014 all the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected, such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

DIRECTORS

During the period under review Mr. Kailash Pati Sharma, Independent Director of the Company, resigned from directorship of the Company w.e.f. 12.08.2013. Directors place on record their deep appreciation and wish to thank him for his immense and fruitful contribution during his tenure as Director on the Board.

Further Ayodhya Prasad Anand has been appointed as an Additional Independent Director of the Company w.e.f. 8.02.2014. His term of office expires at the ensuing Annual General Meeting. The Company has received a notice in writing, proposing his appointment as an Independent Director.

As per the Companies Act 2013, Board has been restructured. All the independent directors will not be liable to retire by rotation. The Company has received a notice in writing, proposing their appointment as an Independent Director. Thus Board recommends their appointment as independent director for a term of 5 years for approval in Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed in the Companies Act 2013 and clause 49 of the listing Agreement.

Mr. Anurag Gupta, who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment for approval in Annual General Meeting. ''

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi being Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As per section 139 of the Companies Act 2013 and rules made thereunder, The Board recommends to appoint them for a period of 3 (three) consecutive years for a balance term up to conclusion of 15th Annual General Meeting of the Company in the calendar year 2017,

A certificate from them confirming compliance of section 141(3)(g) of the Companies Act, 2013 has also been received by the Company.

Your Directors recommend their re-appointment, as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

The Company has re-appointed, subject to approval of central government, M/s Ravi Sahani & Company, Cost Accountants, as Cost Auditors'' of the Company for conducting cost Audit of cost records of the Company for the financial year 2014 15. ''

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act 2013, all the Companies, having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more, or profit of Rs. 5 Crore or more during any financial year, will requires to constitute a Corporate Social Responsibility Committee of the Board; However the Company does not fall in any of the laid criteria, hence no such committee has been constituted.

INTERNAL COMPLAINTS COMMITTEE: The Company has created Internal Complaints Committee as per applicable provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

STATUTORY DISCLOSURES: Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports:-

A) Conservation of Energy

(a) Energy conservation measures taken:

The Company has taken many initiatives for energy conservation and for reduction in energy consumption. Following steps were taken by the Company towards conservation of energy during the year under review:

* Company has further installed variable frequency drive (VFD) in motors and pumps including cooling tower and pump house at low rpm and we have achieved 30%-35% saving of energy.

* Company is in the process of changing the lighting system in their shop floors from existing sodium vapour lamps to LED lamps, which will further result in saving of energy to the tune of around 30-40%

(b)) Total energy consumption and energy consumption per unit of production (Amount in Rs.)

Electricity FY 2013-14 FY 2012-13

(a) Purchased Units (M. KWH) 89,95,196 8,292,013 Total Amount 6,59,25,620 5,44,53,641 Average Rate/ Unit (Rs./KWH) 7.33 6.57 (b) Own Generation Through Diesel Generator Units (M. KWH) 6,14,736 905,286 Total Amount 1,23,15,872 15,705,267 Average Rate/ Unit (Rs./ KWH) 20.03 17.35

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers'' requirements.

C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : Rs. 773.86 Lacs (Rs. 762.92 Lacs on account of purchase of Raw Materials, Consumables, Plant & Machinery etc. and Rs. 10.94 Lacs on account foreign travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis form part of this Directors'' Report. The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided in a separate section. A certificate from M/s Ashu Gupta & Co, Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors PG Electroplast Limited Place: Greater Noida Date: 10.06.2014 (Promod Gupta) Chairman & Managing Director

Mar 31, 2013

Dear Shareholders,

The Board of Directors hereby presents the Eleventh Annual Report together with the audited financial statements for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2013 is summarized below:

(Rs. in Lacs)

Particulars Standalone Financials Consolidated Financials 2012-13 2011-12 2012-13 2011-12

Revenue from Operations (Net of Excise 30,264.05 22,182.43 30,264.05 22,182.43 Duty)

Add: Other Income 657.39 413.31 657.69 413.31

Less: Expenditure: 29,765.51 21,938.68 29,765.84 21,938-97

Earnings before Interest, Tax, 1,155.93 657.06 1,155.90 656.77 depreciation and amortization (EBITDA)

Less: Depreciation & Amortization Exp.

Finance Cost 923.12 450.83 923.12 450.82

112.35 1.063.68 1,112.35 1,063.69

ProM(Loss) before tax (879.54) (857.45) (879.57) (857.74)

Less: Tax.Expenses:

- Income Tax for earlier yrs - 4.39 - 4.40

-Deferred tax (379.82) - (379.83) -

Profit/(Ldss) Post Tax (499.72) (861.84) (499.74) (862.14)

BUSINESS OPERATIONS

On standalone basis, gross revenue from all sources has increased from Rs. 225.96 for year ended 31.03.12 to Rs. 309.21 Crores and EBIDTA has increased from Rs. 6.57 crores for year ended 31.03.12 to Rs. 11.56 Crores which were mainly due to increase in product mix and customer base. However increase in depreciation from Rs. 4.51 Crores for previous reporting period to Rs. 9.23 Crore was main cause of net loss Rs. 5.00 Crores for the year ended 31/03/2012.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT

The Board of Directors of the Company has given their consent for not attaching the balance sheet of the subsidiaries and accordingly, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. However, some key information of the subsidiary -companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary company M/s Diamond Mattress Company Private Limited and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary company i.e. Diamond Mattress Company Private Limited will also be kept for inspection by any member at the Company''s Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Equity Listing Agreement and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

DEPLOYMENT OF IPO PROCEEDS:

Given below are the details of utilization of IPO proceeds as on 31SL March, 2013:

Rs. In Crores

Amount raised in FY 2011-12 through Pubic Issue 120.64

Less: Amount utilized till 31.03.2013

Utilised for General Corporate Purpose 13.15

Expansion of Phase II of Unit at Greater Noida & Ahmednagar 57.24

IPO Expenses 9.93

Repayment of term loan 1.00

Utilized for Working Capital 8.30

Unutilized Amount at the end of the year 31.02

Investments in Inter Corporate Deposits 26.16

Balance in Escrow Account with Standard Chartered Bank 4.86

There are no material deviations in utilization of IPO proceeds towards Objects of the Issue except increase in expenses in relation to expansion of manufacturing facility of Rs. 6.10 Crores, which was basically on account of change in equipment requirement as per prevailing market and IPO expenses of Rs. 0.93 Crore. These deviations were in line with the disclosures in the Red Herring Prospectus and the Prospectus and the same have also been unanimously ratified by the members in their annual general meeting held on 12.09.2012 as Item No.9of the Notice circulated to members.

CAPITAL EXPENDITURE

During the year under review the Company has completed Phase-ll of the project in March 2013. Accordingly capital work-in-progress amount of Rs. 20.91 Crores has been capitalized to fixed assets which had increased the depreciation during the year. The actual benefits of capacity utilization of increased fixed cost will be reflected in the future years.

DIVIDEND

As the Company has incurred loss in financial year 2012-13, the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors does not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

1) That in the preparation of the annual accounts for the financial year ended 31El March, 2013 the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under the review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the" Directors had prepared the accounts for the financial year ended 31s'' March, 2013 on a going concern basis.

DIRECTORS

During the period under review Mr. Bhawa Nand Choudhary, Independent Director of the Company, resigned from directorship of the Company w.e.f. 17.11.2012. Directors place on record their deep appreciation and wish to thank him for his immense and fruitful contribution during his tenure as Director on the Board.

Further Mr. Sharad Jain has been appointed as an Additional Independent Director of the Company w.e.f. 09.11.2012. His term of office expires at the ensuing Annual General Meeting and being eligible, offers himself fo[ appointment as Director.

Mr. Promod Gupta and Mr. Vikas Gupta who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment tor approval in Annual General Meeting.

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi being Statutory Auditors oi the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves (or re-appointment. Your Directors recommend their re-appointment, as set out in the accompanying notice of the Annual General Meeting. A certificate from them confirming compliance of section 224{1B) of the Companies Act, 1956 has also been received by the Company.

STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to

Exports:-

A) Conservation of Energy

(a) Energy conservation measures taken:

The Company has made every endeavor to make the company energy efficient and has taken initiatives in simple ways to conserve it. As such, the Company continues to take conscious efforts to minimize energy consumption. As a part of this continuous effort, following steps were taken by the Company towards conservation of energy during the year under review:

- Company is replacing all the T-8 and other conventional lighting with latest state of art energy efficient T-5 and LED lamps and most of them are controlled intelligently with presence and non presence of persons which has resulted in very good power saving initiatives.

- Company has brought in recent energy efficient injection moulding machines which are based on inverter technology and hence consume almost 70% less power as compared to conventional moulding machines which results in huge power saving.

- Company has installed variable frequency drive (VFD) in various motors and pumps including cooling tower at low RMP and we have achieved 30%-35% saving of energy.

(b) Additional investments and proposals:

- The Company has invested in energy saving injection moulding equipments.

- The Company has undergone an energy audit through an independent agency and the recommendations have been implemented.

(c) Total energy consumption and energy consumption per unit of production

(Amount in Rs.)

Electricity FY 2012-13 FY 2011-12

(a) Purchased

Units (M. KWH) 8,292,013 6,477,161

Total Amount 54,453,641 36,317,226

Average Rate/ Unit (Rs./KWH) 6.57 5.61

(b) Own Generation

Through Diesel Generator

Units (M. KWH) 905,286 710,505

Total Amount 15,705,267 15,957,093

Average Rate/ Unit (Rs./ KWH) 17.35 22.46

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers'' requirements.

The Company is working on new plastic injection moulding technologies to implement new surface finishes thereby eliminating the requirement of painting ol the components.

C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings :NIL

Foreign Exchange Outgo : Rs. 95.22 lakhs (Rs. 93.38 lakhs on account of purchase of Raw Materials,

Consumables, Plant & Machinery, etc and Rs. 1.84 lakhs on account of

Foreign Travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussion and Analysis form part of this Directors'' Report. The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided in a separate section. A certificate from M/s Ashu Gupta & Co, Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail id of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail id of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors

PG Electroplast Limited

Sd/-

Place: Greater Noida (Promod Gupta)

Date: 12.08.2013 Chairman & Managing Director

Mar 31, 2012

The Board of Directors hereby presents the Tenth Annual Report together with the audited financial statements for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial performance for the year ended 31st March, 2012 is summarized below:

Particulars Standalone Financials Consolidated Financial (Rs. in Lacs) (Rs. in Lacs)

2011-12 2010-11 2011-12 2010-11

Revenue from Operations (Not Excise Duty) 22,182.42 42,407.57 22,182.43 42,407.58

Other Income 413.31 300.46 413.31 300.46

Less: Expenditure before depreciation 21,927.21 39,619.79 21,927.50 39,618.28

Earnings Before Interest, Tax, Exceptional Items, 568.52 3,088.24 658.24 3,089.76 Depreciation and Amortization

Less: Finance Cost 1,063.68 555.65 1,063.69 556.00

Depn. & Amortization 450.82 206.78 450.82 206.78 Exp

Exceptional Items 11.47 2.26 11.47 2.26

Profit/(Loss) before tax (857.45) 2,323.55 (857.74) 2,324.72

Less: Tax Expenses

- Current Tax - 463.10 - 463.47

- Income Tax for earlier yrs 4.39 2.73 4.40 2.73

- Deferred Tax - 72.41 - 72.41

Profit/(Loss) Post (861.84) 1,785.31 (862.14) 1,786.11 Taxes

BUSINESS OPERATIONS:

During the financial years 2011-12, on standalone basis, the company achieved gross revenue of Rs. 225.95 Crores and EBIT stands to Rs. 2.06 Crores. During the year under review the Company incurred losses post taxes amounting to Rs. 6.61 Crores. Major reasons for losses were on account of (a) Increase in Finance Cost, (b) Increase in Depreciation, (c) Net Exchange difference due to erosion of value of domestic currency against the dollar currency and (d) Undersized performance of newly established manufacturing units because of lack of orders due to recessive global economic conditions. With your continuous support we are looking forward for better performance in upcoming years.

CONSOLIDATED FINANCIAL STATEMENT

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, general exemption has been provided to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No. 2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance sheet of the subsidiaries and accordingly, the balance sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance sheet of the Company.

However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual Report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary company i.e Diamond Mattress Company Private Limited will also be kept for inspection by any member at the Company's Registered Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

INITIAL PUBLIC ISSUE AND DEPLOYMENT OF ISSUE PROCEEDS:

In this issue, the Company has raised Rs. 120.64 Crores in Initial Public Issue. The shares are listed on BSE and NSE. The issue constituted 35% of fully diluted post issue paid-up capital of the Company and it was subscribed 1.32 times before technical rejections.

Issue Detail:

- Issue Open : Sep 07, 2011 - Sep 12, 2011

- Issue Type : 100% Book Built Issue IPO

- Isssue Size : 5,745,000 Equity Shares of Rs. 10

- Issue Size : Rs. 120.64 Crore

- Face Value : Rs. 10 Per Equity Share

- Issue Price : Rs. 210 Per Equity Share

- Paid-up Capital : 16,41,320.00 (Post Issue)

- Listing At : BSE, NSE

- Listing Date : Monday, September 26, 2011

- BSE Scrip Code : 533581

- NSE Symbol : PGEL

- ISIN : INE457L01011

The above funds were raised for the purpose of expansion of new units set up at Greater Noida and Ahmednagar, Repayment of term loan and line of credit, to meet working capital requirement and General Corporate purposes.

Given below are the details of utilization of proceeds raised through public issue.

Amount raised during the year through Pubic Issue Rs. 120.64 Crores

Less: Amount utilized during the year

Utilised for general Corporate Purpose (Net) Rs. 16.25 Crores

Expansion of Phase II of Unit Greater Noida & Ahmednagar Rs. 55.98 Crores

IPO Expenses Rs. 10.00 Crores

Repayment of term loan Rs. 1.00 Crores

Utilized for Working Capital Rs. 6.39 Crores

Investments Inter Corporate Deposit Rs. 29.50 Crores

Balance in Escrow Account with Standard Chartered Bank Rs. 1.52 Crores

The funds in inter corporate deposits have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue. The balance in the Escrow account is as per directions of SEBI, under which the Company has deposited the amount of ICD received back for an amount of Rs. 1.50 Crores and amount lying in the IPO account to the tune of Rs. 0.02 Crore.

Amount utilized in General Corporate purposes include amount paid as advance for purchase of land keeping in mind the future expansion strategy of the Company in areas close to auto and Electronics hub.

There are no material deviations in utilization of IPO proceeds towards Objects of the issue except increase in expenses in relation to expansion of manufacturing facility of Rs. 4.84 Crores, which was basically on account of change in equipment requirement as per prevailing market and IPO expenses of Rs. 1.00 Crore. These deviations were in line with the disclosures in the Red Herring Prospectus and the Prospectus.

CAPITAL EXPENDITURE:

During the year under review the Company started in July 2011, Unit No. III at Greater Noida on Plot No. E-14 and E-15, Surajpur, Gautam Budh Nagar.U.P. admeasuring 5779 sq. meters. With this the phase I of the project was completed. The second phase of project for expansion of the two units i.e. Unit III at Greater Noida and Unit IV at Ahmednagar, Maharashtra has started and the project is estimated to be completed by September 2012 as against March 2012 as envisaged in the Prospectus.

DIVIDEND

As the Company has incurred loss in financial year 2011-12, so the Board of Directors has not recommended any dividend for the period under review.

RESERVES

The Board of Directors do not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along-with proper explanation relating to material departures;

2) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under the review;

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Companies Act, 1856 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

DIRECTORS

During the period under review Mr. Kaushal Chand Singhal, Mr. Suresh Chandra Gupta, Mr. Prem Pal Malhotra and Pramod Kumar Mitra, Independent Directors of the Company have resigned from the directorship of the Company w.e.f. 05.01.2012.

Further Mr. Bhawa Nand Choudhary and Mr. Chandra Bhushan Mishra, were appointed as Additional Independent Directors of the Company by the Board of Directors in their meeting held on 06.02.2012. Mr. Chandra Bhushan Mishra has resigned from the directorship of the Company w.e.f. 25.04.2012.

Existing Additional Independent Directors are retiring at the ensuing Annual General Meeting and being eligible offers themselves for appointment as Director.

Mr. Vishal Gupta and Mr. Anurag Gupta who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their appointment for approval in Annual General Meeting.

AUDITORS

M/s. Chitresh Gupta & Associates, Chartered Accountants, Delhi who are retiring at the ensuing Annual General Meeting under the provisions of Section 224 of the Companies Act, 1956 have offered for re-appointment as auditors of the Company. The necessary certificate pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 has been received from them. Earlier M/s Hem Sandeep & Co. Delhi, Chartered Accountants have resigned as Statutory Auditors w.e.f 17.02.2012.

STATUTORY DISCLOSURES

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports:-

A) Conservation of Energy:

a.) Energy conservation measures taken:

The Company believes that efficient use of energy is a simple way to conserve it. As such, the Company continues to take conscious efforts to minimize energy consumption. As a part of continuous efforts, following steps were taken by the Company towards conservation of energy during the year under review:

- Company has introduced CFL lamps, and replaced T5 tubes instead of T8 tube lights within all the premises.

- Injection moulding equipments have been purchased, which consume 30% less energy than earlier hydraulics equipments.

b.) Additional Investments and proposals:

- The Company has invested in energy saving injection moulding equipments.

- The Company has undergone an energy audit through an independent agency and the recommendations have been implemented.

c.) Total energy consumption and energy consumption per unit of production.

B) Technology Absorption, Research and Development (R&D)

The Company has a dedicated R&D team, which is engaged in the development of new products and improvements in existing products as per the customers requirements.

The Company is working on new plastic injection moulding technologies to implement new surface finishes thereby eliminating the requirement of painting of the components.

C) Foreign Exchange Earnings and Outgo:-

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : Rs. 8.18 Crores (Rs. 8.15 Crores on account of purchase of Plant & Machinery, Raw Materials, Consumables etc and Rs. 0.03 Crores on account of Foreign Travel)

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Reports on Corporate Governance and Management Discussion and Analysis form part of this Report. The Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section. A certificate from M/s Ashu Gupta & Co., Practicing Company Secretaries, confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail ids of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail ids of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request.

ACKNOWLEDGEMENT

We are grateful to our shareholders, employees, bankers, suppliers, customers and other government and private agencies for their continuous co-operation and faith they have shown in the Company.

For and on behalf of Board of Directors PG Electroplast Limited

Sd/- (Promod Gupta) Chairman & Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors take immense pleasure in presenting the Directors' Report together with the Audited Accounts for the financial year ended on 31st March, 2011.

FINANCIAL PERFORMANCE

For the financial year ended 31st March, 2011 is as under:

(Rs. in Lacs)

Year ended Year ended Particulars March 31, 2011 March 31, 2010

Income 42754.33 35335.76

Less: Expenditures 40430.77 34083.62

Prior Period Adjustments Nil Nil

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Profit before Tax 2323.56 1252.14

Provision for the Taxation :

- Fringe Benefit Tax Nil Nil

- Current Tax 463.09 219.08

- Deferred Tax 72.41 46.68

- Income Tax for earlier years 2.73 Nil

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Profit after Tax 1785.33 986.38

Add: Balance brought forward from last year 1274.68 288.31

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Profit/ (Loss) carried to Balance Sheet 3060.01 1274.69

During the year under review the turnover increased significantly, this is due to completion of ELCOT Order and addition of Nine more moulding machine to the present production capacity. The Company has started production of CFL's at Roorkee factory. The Profit after Tax for the current financial year is of Rs.1785.33 lacs as against Profit after Tax of Rs.986.38 lacs during the previous financial year. With your continuous support we are looking forward for the same growth in the Financial Year 2011-12.

DIVIDEND

Your directors wish to plough back the profit of the Company in its operations so we are not recommending any dividend for the period under review.

RESERVES

Your Directors do not recommend any transfer to reserves for the period under review.

PUBLIC DEPOSITS

The company has not accepted any public deposits u/s 58A of the Companies Act, 1956 during the period under review.

SUBSIDIARY COMPANY

Pursuant to Section 212 of the Companies Act, 1956, the Audited Statement of Accounts of 'Diamond Mattress Co. Private Limited', Wholly Owned Subsidiary of the Company is annexed to the Annual Report 2010-11 of the Company.

STATEMENT UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

There is no employee in the company, drawing salary beyond the limit as specified under section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your directors wish to state that:

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

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

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) the directors have prepared annual accounts for the financial year 2009-10 on a going concern basis.

DIRECTORS

During the period under review Mr. L M Gupta, Independent Director of the Company has resigned from the directorship of the Company w.e.f. 08.03.2011.

Sh. P P Malhotra, Sh. Suresh Chandra Gupta and Sh. Vikas Gupta who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

AUDITORS

M/s. Hem Sandeep & Co., Chartered Accountants, Delhi being retiring at the ensuing Annual General Meeting under the provisions of Section 224 of the Companies Act, 1956 offers for re-appointment as auditors of the Company. The necessary certificate

pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956 has been received from them.

AUDITORS REPORT

M/s. Hem Sandeep & Co., Chartered Accountants, have given their report on accounts of the company for the Financial Year ending on 31st March 2011, the auditors report is self explanatory and there is no adverse remark, statement or qualification in their report.

STATUTORY DISCLOSURES

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo and Activities relating to Exports: -

A) Conservation of energy:

(a.) Energy conservation measures taken:

i.) The Company has changed the power consuming Bulbs with power saving CFL's and has fitted the motion sensor systems at various place. To save on Electric Power consumption the Company has also installed the ultra modern molding machines which are environment friendly and energy saving.

ii.) More open space and glass window is provided in the proposed new constructions of the factory buildings so that sufficient natural light will be there during the day hours.

(b.) Additional investments and proposals:

i.) Installed high technology generator set which switches off automatically when the electricity supply resumes.

iv.) Regular inspection and oiling of the machinery so that less power consumption will be there.

c.) Impact of the measures taken:

With the measures taken at the point (a.) and (b.) above, the Company has saved the consumption of energy in relation to the sales and production.

B) Technology Absorption, Research and Development (R&D)

i.) Experienced Product design team keeps on developing new designs as per the requirements of the customers.

ii.) Process standardization for consistent quality to meet our customer requirements.

iii.) New process development to overcome working problems in production and manufacturing process.

ACKNOWLEDGEMENT

We are grateful to our Shareholders, Employees, Bankers, Creditors and other Government and Private Agencies for their continuous cooperation and faith they have shown in the Company.

For and on behalf of Board of Directors

PG Electroplast Limited

Place: Greater Noida (Promod Gupta)

Date : 18.05.2011 Chairman & Managing Director

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