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Directors Report of Prima Plastics Ltd.

Mar 31, 2017

Dear Shareholders,

The Directors have great pleasure in presenting the 23rd Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2017.

(Rs, In Lakhs)

FINANCIAL RESULTS

2016-2017

2015-2016

Gross Income

10,317.86

10,679.73

Profit before Depreciation, Finance Cost and Tax

1,514.62

1,406.57

Less : Depreciation

95.96

176.34

Less : Finance Cost

56.70

26.32

Profit before Taxation

1,361.96

1,203.91

Less : Current Tax

386.07

241.41

Profit after Tax

975.89

962.50

Add : Balance b/f from previous year

2,652.20

2,004.50

Balance available for appropriation

3,628.09

2,967.00

Appropriation :

Balance c/f

3,628.09

2,967.00

Less : Proposed Dividend / Interim Dividends (p.y.)

220.01

220.01

Less: Dividend Tax

44.79

44.79

Less : General Reserve

50.00

50.00

Balance c/f to Balance Sheet

3,313.29

2,652.20

OPERATIONAL PERFORMANCE

One of the characteristic that has defined the Indian economy is “uncertainty” caused due to “demonetization”. It has come at a time when the economy was just beginning to look up; the demonetization move of the Government led to pull out of 86% of cash from the economy. Our economy even today depends heavily on cash for conduct of trade and business transactions. India is still at the nascent stage coming to terms with use of plastic money and e-pay system. The aftermath was a severe cash crunch. This cash shortage put a strain on the consumer demand. The nation went frenzy to hold on to cash to cushion against the scarcity, heavily curtailing on their spending. The effects of demonetization can be witnessed as the last 2 quarters i.e. almost half the year felt its brunt.

Net Sale from operation on standalone basis has marginally reduced to Rs, 8,708.12 Lakhs as against Rs, 9,312.52 Lakhs in the previous year mainly because of the uncertainty prevailing in second half of the year. Your Company has reasonably performed taking into consideration the uncertainty looming in the Indian market.

The profit after tax for the current year is Rs, 975.89 Lakhs as against Rs, 962.51 Lakhs in the previous year - marginally improved by 1.39%. The growth in profit is mainly due to the handsome return from the overseas investment in joint venture.

On a consolidation basis, your Company achieved net revenue of Rs, 12,683.90 Lakhs as against Rs, 12,918.09 Lakhs. Net profit for the current year is Rs, 1,063.35 Lakhs as against Rs, 1,227.74 Lakhs in the previous year.

No significant or material orders have been passed against the Company by the Regulatory, Courts or Tribunals which impacts the going concern status and Company''s operations in future.

CONSOLIDATED ACCOUNTS

The consolidated financial statement of your Company for the financial year 2016-17 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statement have been prepared on the basis of audited financial statement as of March 31, 2017 of your Company and Subsidiary and Joint Venture as on December 31, 2016 as approved by the respective Board of Directors.

DIVIDEND

Your Directors have recommended a final dividend of Rs, 2/- (20%) per equity share (two interim dividends were paid in last year of Rs, 1/- per equity share) for the financial year ended March 31, 2017 amounting to Rs, 264.80 lakhs (inclusive of tax on Dividend of Rs, 44.79 Lakhs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting ("AGM").

TRANSFER TO RESERVES

The Company proposes to transfer Rs, 50.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs, 3,313.29 Lakhs is proposed to be retained in the Profit and Loss Account. The Reserve on standalone basis, at the beginning of year were Rs, 3,839.56 Lakhs. The Reserve at the end of year is Rs, 4,550.65 Lakhs.

ESTABLISHMENT OF SUBSIDIARY COMPANY

Your Company has been on a continuous endeavor to tap and penetrate into new markets with intent to encash on the opportunities and create more demand for our quality products world over. With this intent, your Company has successfully established a Subsidiary Company, Prima Union Plasticos S.A. at Guatemala, Central America with a local partner. Your Company holds 90% stake. The Subsidiary Company has a planned capacity of 3,000 MT per annum of which in first phase a capacity of 2,250 MT per annum will be brought into utilisation. The further 750 MT will be brought into utilisation after analyzing market response. The commercial production and operation for first phase has commenced w.e.f. March 13, 2017.

A separate statement in form AOC-1 Part-A containing the salient features of the financial statements of Subsidiary Company in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is annexed here with as Annexure-A. The financial statement including the consolidated financial statement and all other documents required to be attached to that report have been uploaded on the website of your Company www.primaplastics.com

MATERIAL SUBSIDIARY:

The Board of Directors of the Company had adopted a policy for Determining Material Subsidiary Company in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the website of the Company www.primaplastics. com. Presently there is no Material Subsidiary Company.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics S.A.R.L. Cameroon; West Africa has successfully completed expansion undertaken whereby the existing capacity at the Company of 4,500 MT per annum has been increased to 8,500 MT per annum. Post the expansion, commercial production at Prima Dee-lite Plastics S.A.R.L. Cameroon, West Africa has commenced w.e.f. January 03, 2017.

The total turnover of Joint Venture for the calendar year ended 2016 was equivalent to INR 7,742.93 Lakhs as compared to previous calendar year of INR 7,029.45 Lakhs. The profit for the year after depreciation and tax was INR 607.96 Lakhs as compared to INR 511.86 Lakhs in the previous year..

The Joint Venture - Prima Dee lite Plastics S.A.R.L. issued Bonus shares in the ration of 5:2 during the year under review, your Company holds 16,100 Equity shares in the Joint Venture Company post the Bonus issue. However the partnership with local partner continues at 50:50 sharing basis.

Your Company has received Rs, 509.95 Lakhs as dividend during the year under review.

A separate statement in form AOC-1 Part-B containing the salient features of financial statement of Joint Venture in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is annexed here with as Annexure - A. The financial statement including the consolidated financial statement and all other documents required to be attached to that report have been uploaded on the website of your Company www.primaplastics.com

NEW PROJECT AT ONGOLE, ANDHRA PRADESH

Further, on the domestic front your Company has completed the set-up of a green-field project with an installed capacity of 1500 MT per annum and the commercial production and operation at the newly established plant at Ongole has commenced w.e.f. February 17, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms an integral part of this report and provides details of the overall industry structure, economic developments, performance and state of affairs of your Company''s internal controls and their adequacy, risk management systems and other material developments during the financial year 2016-17.

HEALTH, SAFETY & ENVIRONMENT

Your Company gives equal priority to ensuring Health and Safety of its employees and the Environment. Your Company has a Policy on Health, Safety and Environment and has received certification under ISO 14001:2015 Standard for Daman plant during the year under review.

Your Company had no accidents / mishaps during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company for the set-up of Greenfield project at the Subsidiary Company has infused funds by way of subscribing to the equity shares as well as partly provided the funds as loan. The Company has invested INR 1075.52 Lakhs in total including loan of INR 755.55 Lakhs. Except above investment, there were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Company had not entered into any contract or transaction with related parties which could be considered material in accordance with the provision of the Companies Act, 2013.

An omnibus approval has been granted by the Audit Committee of the Board for transactions which are of a foreseen and repetitive nature with other related parties. Such omnibus approvals are subjected to review and monitored by the Audit Committee on a quarterly basis. Statement containing salient features of the related party transactions are stated in Annexure - B.

BUSINESS RISK MANAGEMENT

A Risk Management Policy has been developed and implemented by the Company for identification of elements of risk if any, which in the opinion of the Board may threaten the existence of the Company. The key elements of the Company''s risk management framework have been captured in the Risk Management Policy which details the process for identifying, escalating, prioritizing, mitigating and monitoring key risk events and action plans. The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. The effectiveness of the Risk Management framework and systems is periodically evaluated by the Audit Committee.

ROLL OUT OF GST MODEL LAW

In view of impending roll out of GST w.e.f. July 01, 2017, the Company is gearing up to get itself to the tune of new GST framework which will not only lead to the change in Indirect Tax structure but will also lead to the change in business process and functions. The Company has obtained provisional registration under the GST model law. Your Company is taking the necessary steps ensuring it is in sync with the regulatory changes initiated by the Government.

INTERNAL FINANCIAL CONTROLS

The Company has in place Internal Financial Control System, commensurate with size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls & other regulatory and statutory compliances. During the year under review, no material or serious observation were received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor and evaluate the efficacy of Internal Financial Control Systems in the Company, its compliance with operating system, accounting procedures and policies at all the locations of the Company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken and controls are strengthened. Significant audit observations and corrective action suggested are presented to the Audit Committee.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitment occurring after March 31, 2017 which may affect the financial position of the Company or may require disclosure.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, evaluation of performance of all Directors is undertaken annually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning composition of Committees, culture, execution and performance of specific duties, obligations and governance.

The Independent Directors, in their meeting evaluated the performance of the Board, the Chairperson and the Non-Independent Directors, while the Nomination and Remuneration Committee evaluated the performance of all the Directors, while the Board evaluated the performance of the Independent Directors. The Directors'' expressed their satisfaction with evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONS

Shri Dilip M. Parekh, Managing Director (DIN No. 00166385) Shri Manoj O. Toshniwal Chief Financial Officer and Smt. Nidhi Goradia Company Secretary who resigned on February 2, 2017, there after Shri Alok S. Desai was appointed as Company Secretary & Compliance Officer (Membership No. A47550) w.e.f. February 3, 2017. These are the Key Managerial Personnel’s of your Company in accordance with the provisions of Sections 2(51), read with 203 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

DISCLOSURE RELATING TO BOARD, COMMITTEES AND POLICIES

The Company''s Board comprises of six members. Shri Bhaskar M. Parekh, Executive Chairman (DIN-00166520) and Shri Dilip M. Parekh, Managing Director (DIN-00166385) represents the Promoter Group and Executive Directors. Three other Non-Executive Directors - Shri Mulchand S. Chheda (DIN - 00179932), Shri Krishnakant V. Chitalia (DIN - 00443945) and Shri Rasiklal M. Doshi (DIN- 00239580) are independent in terms of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Woman Director Smt. Hina V. Mehta (DIN-07201194) is a Non-Executive Director and represents Promoter Group. The Directors are reputed persons with diverse functional expertise and industry experience relevant to fulfilling the Company''s objectives and strategic goals.

None of the Independent Directors are liable to retire at the forthcoming Annual General Meeting ("AGM"). All Independent Directors have submitted declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, read with Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

As per the provisions of the Companies Act, 2013, Shri Dilip M. Parekh, Managing Director (DIN-00166385) who retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment to the Board. His profile details are contained in the accompanying Notice of this ("AGM").

The Board of Directors met 4 times during financial year 2016-17. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Management Committee, Share Transfer Committee, Stakeholders'' Relationship Committee and CSR Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company to serve on the Board for guiding the Management team to enhance organizational performance. The detailed Remuneration Policy is contained in the Corporate Governance section of the Annual Report and is also available on the website of the Company www.primaplastics.com. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and is within the prescribed limits of the Companies Act, 2013.

The Company periodically discloses details of holding of its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchange.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2017 and states that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

III. 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.

IV. Directors have prepared the Annual Accounts on a going concern basis.

V The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF FRAUDS, if any REPORTED BY AUDITORS”

No frauds have been reported by the Auditor under Section 143(12) of the Companies Act, 2013 during the year under review. PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - E and forms part of this Report.

AUDITORS & AUDITORS’ REPORT

At the 20th AGM of your Company, the shareholders had approved the appointment of M/s. G.P Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W) as the Statutory Auditors to hold office till the conclusion of the 23rd AGM.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder M/s. G. P Kapadia & Co. Chartered Accountants (Firm) has completed their term of appointment and as a mandatory compliance are required to retire at the conclusion of the 23rd AGM. The Board on the recommendation of the Audit Committee at its meeting held on 29th May, 2017 recommends appointment of M/s Khimji Kunverji & Co. Chartered Accountants (Firm Registration No. 105146W) for a term of 5 years who shall hold office from the conclusion of the 23rd AGM to the conclusion of the 28th AGM.

Your Company has received written consent(s) and certificate(s) of eligibility from M/s. Khimji Kunverji & Co. Chartered Accountants in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment(s) for the time being in force), Further, M/s. Khimji Kunverji & Co. Chartered Accountants have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors'' Report for the financial year ended March 31, 2017 doesn''t contain any qualification, reservation or adverse remark SECRETARIAL AUDIT

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 reappointed Shri Sadashiv V. Shet, Practicing Company Secretary to undertake the Secretarial Audit for the financial year 2016-2017.

The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith this report as Annexure - C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in the philosophy of giving back to the society. The Company''s primary focus has been on health care along with ensuring up-lift of the differently abled persons belonging to the economically challenged and deprived sections of the society. We further envision the strong need of sustainable development and care for the environment. Our focus during the year under review has been on health care, upliftment of the differently abled and building sustainable environment for living of all beings including animals, we have as part our social responsibility consciously extended our support for environment, health care and animal welfare.

The CSR Policy is available on the website of the Company and a brief report on CSR activities, required under Section 135 of the Companies Act, 2013, is annexed as Annexure - F to this Report.

During the year under review, the Company spent '' 10,65,000/- as against its statutory obligation of '' 10,28,000/-. The Company has spent '' 37,000/- in excess of the required amount under law in spirit of giving back and fulfilling its social responsibility.

The Company has plans to scale up its operations in areas of preventive health care and up lifting the differently abled persons belonging to the economically weaker section of the society and other areas based on recommendation of the CSR Committee the funds will be allocated and disbursed towards meeting the need of the society pursuant to Section 135 read with schedule VII of the Companies Act, 2013 and Rules made there under. The follow up on spending under the CSR budget is monitored by the CSR Committee and intimated to the Board on a quarterly basis.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure - D.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act'') and Rules made there under, your Company has constituted Internal Complaints Committees. In line with the said provisions, during the year the Company has not received any complaints with allegations of sexual harassment.

Workplace sexual harassment complaints received during the year

2016-17

Number of cases filed

Nil

Disposal through conciliation

Nil

Pending cases

Nil

Number of workshops & awareness programme conducted

1

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The dividend on equity shares paid in August 2010 which is unclaimed will be due for transfer to IEPF Fund in October, 2017. Investors who have not yet claimed their dividend are requested to contact the Secretarial team or R&T Agent.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the Company has disclosed the requisite information below:

(A) CONSERVATION OF ENERGY

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best Endeavour to reduce energy consumption in all its operations and activities.

(i) To achieve above objectives, the following steps are being undertaken by the Company: -

1. Continuously monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff utilization on regular basis.

2. Continuously replacing the inefficient equipments with latest energy efficient technology & up gradation of equipments continually. The Company has replaced few old machines which were consuming more power with latest state of art energy efficient machines.

3. Increasing the awareness of energy saving within the organization to avoid the wastage of energy.

(ii) Steps taken for use of Alternate energy resources:

The Company Management is exploring the possibility of utilization of Solar energy for lighting purpose for plant at Ongole, in Andhra Pradesh however the project cost and change is being studied by the Management.

MANAGEMENT CONSIDERATION OF OPTIONS TO CONSERVE ENERGY:

- Evaluation of the alternative materials or additives to reduce the cost of raw material.

- Improving the output / input ratio to gain maximum finished products from per kg. raw material.

- Modify the mould and dies to improve the cycle time to get higher production from the same machine.

- To modify the process parameters to improve the quality.

- Expenditure on R & D: Not significant.

(iii) Capital investment on energy conservation equipment:

During the financial year under review the Company has not incurred any capital expenditure on energy conservation equipment.

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption:

- Monitoring the production patterns

- Developing new designs

- Replacing of old machines with energy efficient and technologically advanced machines.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

- As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

(iii) The Company has not imported any technology during the year under review.

The Company has not imported any technology or processes know how. The machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made to procure technology upgraded machines & moulds.

(iv) Expenditure incurred on Research & Development - insignificant.

FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:-

The Company''s key markets for international business are Africa, Middle East and Latin America. The export products are well established in the international market and the exports were at Rs, 1,780.23 Lakhs as compared to Rs, 1,901.42 Lakhs in last year. The Company has received repeated orders from its existing clients.

2) Total foreign exchange used and earned.

O

2016-2017

2015-2016

Foreign Exchange earned (FOB)

163,924,356

176,873,598

Foreign Exchange used

49,096,703

9,470,529

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

CREDIT RATING

The Company''s financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL. During the year under review your company''s long term rating is maintained at BBB/Positive and short term rating at A3 .

Total Bank loan facilities rated

Rs, 33.00 Crores

Long Term Rating

CRISIL BBB / Positive

Short Term Rating

CRISIL A3

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

GENERAL DISCLOSURES

Your Directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend or voting or otherwise.

b) Issue of shares (sweat equity shares) to employees of the Company under ESOS.

c) Neither the Managing Director nor the Whole Time Director of the Company received any remuneration or commission from any of its subsidiary.

d) No significant material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company operations in the future.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the employees of the Company at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board

Mumbai, Bhaskar M. Parekh (DIN - 00166520)

May 29, 2017 Executive Chairman


Mar 31, 2016

Dear Shareholders,

The Directors have great pleasure in presenting the 22nd Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2016.

(Rs. In Lacs)

FINANCIAL RESULTS

2015-2016

2014-2015

Gross Income

9,784.56

8,873.03

Profit before Depreciation, Finance Cost and Tax

1,406.57

652.12

Less : Depreciation

176.34

113.53

Less : Finance Cost

26.32

106.49

Profit before Taxation

1,203.91

432.10

Less : Current Tax

241.41

87.87

Profit after Tax

962.50

344.23

Add : Balance b/f from previous year

2,004.50

2,063.00

Balance available for appropriation

2,967.00

2,407.23

Appropriation :

Balance c/f

2,967.00

2,407.23

Less : Interim Dividends / Proposed Dividend (p.y.)

220.01

165.01

Less: Dividend Tax

44.79

33.00

Less : General Reserve

50.00

50.00

Less : Adjustment in Fixed Assets

Nil

17.91

Less : Deferred Tax

Nil

136.81

Balance c/f to Balance Sheet

2,652.20

2,004.50

OPERATIONAL PERFORMANCE

Net Sale from operation on standalone basis increased to Rs.9,312.52 Lacs as against Rs.8,507.87 Lacs in the previous year, a growth of 9.46%. The performance includes result of sole plastic business. Cost of goods sold as a percentage to net revenue from operation decreased to 60.73% as against 68.81% in the previous year. The decrease is on account of reduction in key raw material prices on the back of significant drop in crude prices and introduction of premium range of products.

The profit after tax for the current year is Rs.962.50 Lacs as against Rs.344.23 Lacs in the previous year - a growth of 180%. The growth in profit is mainly driven by closure of loss making Aluminium Composite Panel business, softening of Input prices and participation by the Company through a tender biddings under ‘Swachh Bharat Abhiyan''.

On a consolidation basis, your Company achieved net revenue of Rs.12,918.09 Lacs as against Rs.11,816.39 Lacs - a growth of 9.32%. Consolidated Net profit for the current year is Rs.1,227.74 Lacs as against Rs. 669.51 Lacs in the previous year - a growth of 83.38%.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2015-16 and the date of this report.

No significant or material orders have been passed against the Company by the regulatories, courts or tribunals which impacts the going concern status and Company''s operations in future.

DIVIDEND

Your Company had distributed first Interim dividend @ 10% i.e. Rs.1/- per equity share in Feb-16 & second Interim dividend @ 10% i.e. Rs.1/- per equity share in Mar-16, The total dividend for the year ended 31st March, 2016 is Rs.2/- as compared to Rs.1.50 per equity share for the last year. The total outgo for the year under review amounting to Rs.264.80 Lacs (Inclusive of tax of Rs.44.79 Lacs) as against Rs.198.01 Lacs (inclusive of tax of Rs.33.00 Lacs) for the previous year. This is one of the highest payout in recent past of the Company on popular demand by shareholders.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.50.00 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs.2,652.20 Lacs is proposed to be retained in the Profit and Loss Account. The Reserve on standalone basis, at the beginning of year were Rs.3,141.86 Lacs. The Reserve at the end of year is Rs. 3,839.56 Lacs.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics s.a.r.l., Cameroon is a Joint Venture Company manufacturing Moulded Articles and HDPE Woven Sack Bags. The total turnover of JV Company for the calendar year ended 2015 was INR 7,029.45 Lacs as compared to previous calendar year of INR 6,368.96 Lacs. The profit for the year after depreciation and tax was INR 511.86 Lacs as compared to INR 479.58 Lacs in the previous year. The JV Company is expanding its capacities in both the segment in current calendar year.

A separate statement containing the salient features of financial statement of J V Company in form AOC-1 of consolidated financial statement in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is annexed here with as Annexure - A. The financial statement including the consolidated financial statement and all other documents required to be attached to that report have been uploaded on the website of your Company www.primaplastics.com.

CONSOLIDATED ACCOUNTS

The consolidated financial statement of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statement have been prepared on the basis of audited financial statement as of March 31, 2016 of your Company and J V Company as on December 31, 2015 as approved by the respective Board of Directors.

NEW PROJECTS

Your Company is committed to continuously invest in the infrastructure to add to its growth plans and to cater to customers in more efficient and cost effective manner. As a step in this direction, new state of the art manufacturing unit is being planned at Ongole (Andhra Pradesh) and commercial production will be commenced by end of October 2016.

The Company is also setting up a Company in Guatemala (Central America) in Joint Venture with a local partner and a Company viz. Prima Union Plasticos, S.A. is already incorporated and other facilities are being tied up. The same will be operational by end of November 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans or guarantees, investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Company had not entered into any contract or transaction with related parties which could be considered material in accordance with the provision of the Companies Act, 2013.

An omnibus approval has been granted by the Audit Committee of the Board for transactions which are of a foreseen and repetitive nature with other related parties. Such omnibus approvals are subjected to review and monitored by the Audit Committee on a quarterly basis. Statement containing salient features of the related party transactions in form AOC 2 pursuant to Section 189 of the Companies Act, 2013 is annexed herewith as “Annexure - B”.

BUSINESS RISK MANAGEMENT

A risk management policy has been developed and implemented by the Company for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The key elements of the company''s risk management framework have been captured in the risk management policy which details the process for identifying, escalating, prioritizing, mitigating and monitoring key risk events and action plans. The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. The effectiveness of the risk management framework and systems is periodically evaluated by the Risk and Audit Committee.

INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Regulations, 2015, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning composition and its Committees, culture, execution and performance of specific duties, obligations and governance.

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

DIRECTORS AND KEY MANAGERIAL PERSONS

Shri Dilip M Parekh, Managing Director & CEO, Shri Manoj O. Toshniwal, CFO and Smt. Nidhi Goradia, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force).

DISCLOSURE RELATING TO BOARD, COMMITTEES AND POLICIES

The Company''s Board comprises of six members. Shri Bhaskar M. Parekh, Executive Chairman (DIN-00166520) and Shri Dilip M. Parekh, Managing Director (DIN-00166385) represents the Promoter Group and Executive Directors. Three other Non-Executive Directors - Shri Mulchand S. Chheda (DIN - 00179932), Shri Krishnakant V. Chitalia (DIN - 00443945) and Shri Rasiklal M. Doshi (DIN-00239580) are independent in terms of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Woman Director Smt. Hina V. Mehta (DIN-07201194) is a Non Executive Director and represent Promoter Group. The Directors are reputed persons with diverse functional expertise and industry experience relevant to fulfilling the Company''s objectives and strategic goals.

None of the Independent Directors are liable to retire at the forthcoming Annual General Meeting. All Independent Directors have submitted declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, provisions of corporate governance and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As per the provisions of the Companies Act, 2013, Shri Bhaskar M. Parekh retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment to the Board. His profile details are contained in the accompanying Notice of the forthcoming Annual General Meeting.

The Board of Directors met 5 times during financial year 2015-16. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Management Committee, Share Transfer Committee and Stakeholders'' Relationship Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company to serve on the Board for guiding the Management Team to enhanced organizational performance. The detailed Remuneration Policy is contained in the Corporate Governance section of the Annual Report. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and within the prescribed limits of the Companies Act, 2013.

The Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.

The Provisions of Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 is presently not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2016 and state that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed and there has been no material departure;

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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

III. 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.

IV Directors have prepared the Annual Accounts on a going concern basis.

V The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - E and form part of this Report.

AUDITORS & AUDITORS’ REPORT

At the 20th AGM of your Company, the shareholders had approved the appointment of M/s. G.P Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W) as the Statutory Auditors to hold office till the conclusion of the 23rd AGM.

As required under the Companies Act, 2013, the re-appointment of the Statutory Auditors is required to be placed before the Members at every subsequent Annual General Meeting for their ratification. Hence, the Board, based on the recommendation of the Audit Committee, proposes to ratify the re-appointment of the aforesaid Statutory Auditors of the Company at the ensuing Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. G. P Kapadia & Co. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors'' Report for the financial year ended March 31, 2016 doesn''t contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

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 reappointed Shri Sadashiv V Shet, Practicing Company Secretary to undertake the Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report is annexed herewith as “Annexure - C”.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure - D”.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees. In line with the said provisions, during the year the Company has not received any complaints with allegations of sexual harassment.

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

Additional information given as required under the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988.

CONSERVATION OF ENERGY

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best endeavour to reduce energy consumption in all its operations and activities.

To achieve above objectives the following steps are being undertaken by the Company:-

1. Continuously monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff utilization on regular basis.

2. Continuously replacing the inefficient equipment''s with latest energy efficient technology & up gradation of equipment''s continually.

3. Increasing the awareness of energy saving within the organization to avoid the wastage of energy.

RESEARCH & DEVELOPMENT (R&D)

- Evaluation of the alternative materials or additives to reduce the cost of raw material.

- Improving the output / input ratio to gain maximum finished products from per kg. raw material.

- Modify the mould and dies to improve the cycle time to get higher production from the same machine.

- To modify the process parameters to improve the quality.

- Expenditure on R & D: Not significant.

TECHNICAL ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology or processes know how. The Machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made in new technology upgraded machines & moulds.

As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:-

The Company''s key markets for international business are Africa, Middle East and Latin America. The export products are well established in the international market and the exports were Rs.1,901.43 lacs as compared to Rs. 1,953.01 lacs in last year. The Company has received repeated orders from its existing clients.

2) Total foreign exchange used and earned.

2015-2016

2014-2015

Foreign Exchange earned (FOB)

176,873,598

173,447,765

Foreign Exchange used

9,470,529

84,765,16

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

CREDIT RATING

The Company''s financial discipline is prudence is reflected in strong credit rating ascribed by CRISIL. The Long term rating is improved from BBB/Stable to BBB/ Positive and short term rating from A3 to A3 .

Total Bank loan facilities rated

Rs. 33.00 Crores

Long Term Rating

CRISIL BBB / Positive

Short Term Rating

CRISIL A3

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Company''s employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board

Bhaskar M. Parekh (DIN - 00166520)

Chairman

Mumbai,

August 12, 2016


Mar 31, 2015

Dear Members,

The Directors submit the 21st Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31,2015.

(Rs. In Lacs)

FINANCIAL RESULTS 2014-2015 2013-2014

Gross Income 8,849.59 7,966.36

Profit before Depreciation, Finance Cost and Tax 652.12 684.70

Less : Depreciation 113.53 163.76

Less : Finance Cost 106.49 113.61

Profit before Taxation 432.10 407.33

Less : Current Tax 87.87 88.44

Profit after Tax 344.23 318.89

Add : Balance b/f from previous year 2,063.00 1,922.81

Balance available for appropriation 2,407.23 2,241.70

Appropriation :

Balance c/f 2,407.23 2,241.70

Less : Proposed Dividend 165.01 110.00

Less: Dividend Tax 33.00 18.70

Less : Transfer to General Reserve 50.00 50.00

Less : Adjustment in depreciation on Fixed Assets 17.91 NIL

Less : Deferred Tax 136.81 NIL

Balance c/f to Balance Sheet 2,004.50 2,063.00

OPERATIONAL PERFORMANCE

The consolidated gross revenue of the Company during 2014-15 grew by 14.37% at Rs. 12,650.62 lacs as compared with Rs. 11,061.20 lacs last year. The Company has achieved a standalone gross revenue of Rs. 9,628.49 lacs during the year under review, as compared with Rs. 8,710.38 lacs during the previous year a rise of 10.54%.

Consolidated profit before tax increased to Rs. 1,038.26 lacs, as compared with Rs. 997.25 lacs in the previous year, an increase of 4.11% over last year. Standalone profit before tax increased from Rs. 407.34 lacs to Rs. 432.09 lacs, an increase of 6.08%.

During financial year 2014-15, your Board of Directors have decided to close down the business of ACP Division which was incurring losses in past many years and looking to continuous slack in commercial segment of real estate, the core plant of ACP Division were sold in January 2015. However the land, building & other machinery were retained to accommodate additional requirement of factory space of plastic division and also to expand plastic business. The management expects improved profitability in future by this decision of closing down of ACP Division.

DIVIDEND

Your Directors have recommended a final dividend of Rs. 1.50/- (15%) per equity share (last year Rs. 1.00/- per equity share) for the financial year ended March 31,2015, amounting to Rs. 198.01 lacs (inclusive of tax of Rs. 33.00 lacs), one of the highest payout in recent past of the Company on popular demand by shareholders. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on September 18, 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 50.00 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 2,004.50 lacs is proposed to be retained in the Profit and Loss Account. The Reserve on standalone basis, at the beginning of year were Rs. 3,150.36 lacs. The Reserve at the end of year are Rs. 3,141.86 lacs.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics Pvt. Ltd., Cameroon is a Joint Venture Company manufacturing Moulded Articles and HDPE Woven Sack Bags. The total turnover of JV Company for the calendar year ended 2014 was INR 6,368.96 lacs as compared to previous calendar year of INR 4,724.71 lacs. The profit for the year after depreciation and tax was INR 479.58 lacs as compared to INR 436.85 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standards AS- 21 and AS-27 of the Institute of Chartered Accountants of India, the financial statements of the Company reflect the consolidation of the Accounts of the Company, its Joint Venture Company Prima Dee-lite Plastics Pvt. Ltd., Cameroon. The performance and financial position of Joint Venture Company is detailed in 'Statement containing salient features of the financial statement of joint ventures' in form AOC-1 pursuant to section 129 of the Companies Act, 2013 is annexed herewith as "Annexure A''.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations and performance of the Company and its national & international business are contained in the Management Discussion and Analysis Report which form part of the Directors Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31,2015 and the date of the Directors' Report i.e. August 13, 2015.

MATERIAL ORDERS OF REGULATORS/ COURTS/TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans or guarantees, investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Company had not entered into any contract or transaction with related parties which could be considered material in accordance with the provision of the Companies Act, 2013.

An omnibus approval has been granted by the Audit Committee of the Board for transactions which are of a foreseen and repetitive nature with other related parties. Such omnibus approvals are subjected to review and monitored by the Audit Committee on a quarterly basis. Statement containing salient features of the related party transactions' in form AOC 2 pursuant to section 189 of the Companies Act, 2013 is annexed herewith as "Annexure B''.

BUSINESS RISK MANAGEMENT

A risk management policy has been developed and implemented by the Company for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The key elements of the company's risk management framework have been captured in the risk management policy which details the process for identifying, escalating, prioritizing, mitigating and monitoring key risk events and action plans. The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. The effectiveness of the risk management framework and systems is periodically evaluated by the Risk and Audit Committee.

INTERNAL FINANCIAL CONTROLS

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

DIRECTORATE

The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company to serve on the Board for guiding the Management team to enhanced organizational performance. The detailed Remuneration Policy is contained in the Corporate Governance section of the Annual Report.

The Company's Board comprises of six members, Shri Bhaskar M. Parekh, Executive Chairman (DIN-00166520) and Shri Dilip M. Parekh, Managing Director (DIN - 00166385) represents the Promoter Group and Executive Directors. Three other Non-Executive Directors -Shri Mulchand S. Chheda (DIN - 00179932), Shri Krishnakant V. Chitalia (DIN - 00443945) and Shri Rasiklal M. Doshi (DIN - 00239580) are independent in terms of Clause 49 of the Listing Agreement and Companies Act, 2013. Woman Director Smt. Hina V. Mehta (DIN -07201194 ) is Additional Director and represent Promoter Group. The Directors are reputed persons with diverse functional expertise and industry experience relevant to fulfilling the Company's objectives and strategic goals.

None of the Independent Directors are liable to retire at the forthcoming Annual General Meeting. All Independent Directors have submitted declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

As per the provisions of the Companies Act, 2013, Shri Dilip M. Parekh retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment to the Board. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Smt. Hina V Mehta will hold office upto the conclusion of the ensuing Annual General Meeting of the Company. The Company has also received notice from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Smt. Hina V. Mehta for the office of Director of the Company.

Their profile details are contained in the accompanying Notice of the forthcoming Annual General Meeting and in the Corporate Governance Report.

The Board of Directors met 5 times during financial year 2014-15. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013. The Committees are Audit Committee, Nomination and Remuneration Committee, Management Committee, Share Transfer Committee and Stakeholders' Relationship Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. Individual and peer assessment of Directors based on parameters such as knowledge, contribution, level of engagement, communication/relationship with Board and Senior Management were received by the Chairman for individual feedback. The performance evaluation of the Chairman was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process and its result.

The Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section134(3)(C) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there has been no material departure;

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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate system and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. Directors have prepared the Annual Accounts on a going concern basis.

V The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS & AUDITORS' REPORT

M/s. G.P Kapadia & Co., Chartered Accountants, Mumbai bearing ICAI Registration (104768W) was appointed as Auditors of the Company at the 20th Annual General Meeting to hold office for a period of three years. As required under the Companies Act, 2013, the re-appointment of the Statutory Auditors is required to be placed before the Members at every subsequent annual general meeting for their ratification. Hence, the Board, based on the recommendation of the Risk & Audit Committee, proposes to ratify the re-appointment of the aforesaid Statutory Auditors of the Company at the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s. G.P Kapadia & Co., to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The notes to accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments. SECRETARIAL AUDIT

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 appointed Mr. Sadashiv V Shet, Practicing Company Secretary to undertake the Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as 'Annexure C”.

INTERNAL AUDIT

The Company continues to engage M/s. S. A. Sangani & Associates, Chartered Accountants as its Internal Auditor. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D”.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees. In line with the said provisions, during the year the Company has not received any complaints with allegations of sexual harassment.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details are set out in Annexure E to this Report.

CONSERVATION OF ENERGY, THCHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information given as required under the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988. ENERGY CONSERVATION

Energy conservation program is an ongoing process, the Company continues to emphasize on energy conservation at the stage of selections of plant, equipment to optimize energy consumption and by installing necessary power saving equipments.

RESEARCH & DEVELOPMENT

The R & D activities carried out by the Company are directly working in the supervision and guidance of the Managing Director. The Company has been able to launch few new products in plastics in replacement of conventional wood and also few new designs of chairs developed internally. The Company further plans to develop and introduce new range of products in the current year.

TECHNICAL ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology or processes know how. The Machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made in new technology upgraded machines & moulds.

As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:-

The Company's key markets for international business are Africa, Middle East and Latin America. The export products are well established in the international market and the exports were higher at Rs. 1,953.01 lacs as compared to Rs. 1,863.62 lacs in last year. The growth in export too is very impressive at 5% in percentage term due to repeated orders from its existing clients.

2) Total foreign exchange used and earned.

(Rs)

2014-2015 2013-2014

Foreign Exchange earned (FOB)

- (Finished Goods) 173,447,765 171,028,947

Foreign Exchange used

- Capital Goods 7,494,466 2,927,196

- Raw Material 75,902,891 135,973,554

- Others 1,368,359 1,678,893

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit from the Members or the Public during the year.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

HUMAN RESOURCE

We believe that people are the backbone of the organization and hence we lay great emphasis on optimizing their performance. The Company provides employees with a fair and equitable work environment and support from the peers to develop their capabilities. The Company strongly believes that its team of capable and committed manpower, which is its core strength, is the key factor behind all achievements and trusting them with the freedom to act and to take responsibility successfully. Occupational health and safety are given the utmost importance in the Company. The relationship between the Company and the employees were cordial and the Company experienced peace and harmony through out the year.

ACKNOWLEDGMENT

The Directors wish to convey their gratitude and appreciation to all of the Company's employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

For and on behalf of the Board

Bhaskar M. Parekh (DIN - 00166520) Chairman

Mumbai, August 13, 2015


Mar 31, 2014

Dear Shareholders,

The Directors submit the 20th Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

(Rs. In Lacs) FINANCIAL RESULTS 2013-2014 2012-2013

Gross Income 8,029.16 7,569.21

Profit before Depreciation, Finance Cost and Tax 684.70 596.91

Less : Depreciation 163.76 160.70

Less : Finance Cost 113.61 96.78

Profit before Taxation 407.33 339.43

Less : Current Tax 88.44 76.00

Profit after Tax 318.89 263.43

Add : Balance b/f from previous year 1,922.81 1,837.23

Balance available for appropriation 2,241.70 2,100.66

Appropriation :

Balance c/f 2,241.70 2,100.66

Less : Proposed Dividend 110.00 110.00

Less: Dividend Tax 18.70 17.85

Less : General Reserve 50.00 50.00

Balance c/f to Balance Sheet 2,063.00 1,922.81

OPERATIONAL PERFORMANCE

The Global environment was not encouraging due to continuous recession in several European economies, persistent problem of unemployment, banking fragility and fiscal tightening, China experienced considerably slow growth and the entire Indian industries too were facing policy paralysis, despite these constraints and the challenging environment, your Company performed reasonably well and delivered positive growth in sales. The highlights of the company''s performance are as under:

* PBDIT increased by 14.70% at Rs. 684.70 lacs

* Turnover of moulded furniture division increased by 9% to Rs.7,287.61 lacs.

* Exports increased by 22% to Rs.1,863.62 lacs.

* Operating revenue of moulded furniture division increased from Rs.137.10 to Rs.581.58 lacs.

* Turnover of ACP division increased from Rs.436.56 lacs to Rs.623.96 lacs.

The performance of ACP business has slowly improving due to focusing on retail business. However commercial real estate sector had remained sluggish in the last year resulting into under utilization of installed capacity. The main raw material for ACP division is Coated Aluminum Coil and prices of the Aluminum are driven by global market and at present the prices are within the reasonable range. The Company mainly sources, its raw materials from China & other leading countries.

Overall the Company''s performance is satisfactory and registered a profit before tax of Rs. 407.33 lacs.

DIVIDEND

Your Directors have recommended a dividend of Rs.1/- per equity share (last year Rs.1/- per equity share) for the financial year ended March 31, 2014, amounting to Rs.128.70 lacs (inclusive of tax of Rs.18.70 lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on September 12, 2014; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.50.00 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs.2,063.00 lacs is proposed to be retained in the Profit and Loss Account.

RECOGNITIONS

The Company has bagged the "Top Export Award" from Plex Council of India for the Financial Year 2011-12 & 2012-13.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics Pvt. Ltd., Cameroon is a Joint Venture Company manufacturing Moulded Articles and HDPE Woven Sack Bags. The total turnover of JV Company for the calendar year 2013 was INR 4,724.71 lacs as compared to previous calendar year of INR 3,267.20 lacs. The profit for the year after depreciation and tax was INR 873.70 lacs as compared to INR 491.86 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

DIRECTORS

Shri Bhaskar M. Parekh (DIN - 00166520) retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Pursuant to the applicable provisions of Section 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 and rules made there under, the Board has received the proposal from members of the Company for appointment of Independent Directors for 5 years. Shri Bhaskar M. Parekh and Shri Dilip M. Parekh were re-appointed as Executive Chairman and Managing Director & KMP respectively as per the requirement of new Companies Act, 2013. Brief resume of Shri Bhaskar M. Parekh (DIN - 00166520), Shri Dilip M. Parekh (DIN - 00166385), Shri Mulchand S. Chheda (DIN - 00179932), Shri Krishnakant V. Chitalia (DIN - 00443945), Shri Rasiklal M. Doshi (DIN - 00239580) nature of his experience are given in the section on Notice elsewhere in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed and there has been no material departure;

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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate system and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS & AUDITOR''S REPORT

M/s. G.P. Kapadia & Co., Chartered Accountants, Mumbai bearing ICAI Registration (104768W) are proposed to be appointed as Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the 23rd Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s. G.P. Kapadia & Co., to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration as stipulated under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, THCHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information given as required under the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988.

ENERGY CONSERVATION

Energy conservation program is an ongoing process, the Company continues to emphasize on energy conservation at the stage of selections of plant, equipment to optimize energy consumption and by installing necessary power saving equipments.

RESEARCH & DEVELOPMENT

The R & D activities carried out by the Company are directly working in the supervision and guidance of the Managing Director. The Company has been able to launch few new products in plastics in replacement of conventional wood and also few new designs of chairs developed internally. The Company further plans to develop and introduce new range of products in the current year.

TECHNICAL ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology or processes know how. The Machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made in new technology upgraded machines & moulds.

As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:-

The Company''s key markets for international business are the Africa, Middle East, and Latin America. The export products are well established in the international market and the exports were higher at Rs.1,863.62 lacs as compared to Rs.1,526.15 lacs in last year. The growth in export too is very impressive at 22% in percentage term due to repeated orders from its existing clients.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit covered from the Members or the Public during the year.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

The Directors thank the Company''s customers, vendors, investors and banks for their support to the Company. The Directors also thanks the Governments of other countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

CAUTIONARY STATEMENT

Certain statements in the reports of the Board of Directors and Management''s discussions and analysis may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since Company''s operations are influence by many external and internal factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis of any subsequent developments, information or events.

For and on behalf of the Board

Bhaskar M Parekh (DIN - 00166520) Chairman Mumbai, August 13, 2014


Mar 31, 2013

Dear Shareholders,

The Directors submit the 19th Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

(Rs. In Lacs)

FINANCIAL RESULTS 2012-2013 2011-2012

Gross Income 7,569.21 6,110.02

Profit before Depreciation, Finance Cost and Tax 596.91 520.38

Less : Depreciation 160.70 150.91

Less : Finance Cost 96.78 93.70

Profit/(Loss) before Taxation 339.43 275.77

Less : Current Tax 76.00 56.84

Profit /(Loss) after Tax 263.43 218.93

Add : Balance b/f from previous year 1,837.23 1,796.15

Balance available for appropriation 2,100.66 2,015.08

Appropriation :

Balance c/f 2,100.66 2,015.08

Less : Proposed Dividend 110.00 110.00

Less: Dividend Tax 17.85 17.85

Less : General Reserve 50.00 50.00

Balance c/f to Balance Sheet 1,922.81 1,837.23

DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs.1/- per Equity Share (last year Rs. 1/- per Equity Share) for the financial year ended March 31, 2013 amounting to Rs.127.85 lacs (inclusive of tax of Rs.17.85 lacs). The dividend pay out ratio for the current year, inclusive of corporate tax on dividend distribution, is at 48.53%. This Management had balance the dual objectives of rewarding shareholders by dividends and retaining equally for future growth.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.50 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs.1922.81lacs is proposed to be retained in the Profit and Loss Account.

OPERATIONAL PERFORMANCE

It was a challenging year for the Indian Economy due to higher inflation, steady interest rate and allegation of corruptions in higher places resulting into policy impediments to investment. The Global environment too was not encouraging due to several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. Amongst Asian economies, China going through a political transition experienced considerably slow growth etc. Despite these constraints and the challenging environment, your Company performed reasonably well and delivered positive growth in sales, however there is marginal decline in operating margins.

Your Company achieved higher net sales in moulded furniture segment of Rs. 6,679.69 lacs as against Rs. 5,572.35 lacs in the last year. The growth in sales is healthy at 20% in percentage terms. The exports were higher at Rs.1,526.15 lacs as compared to Rs. 1,070.05 lacs in last year. The growth in export too is very impressive at 43% in percentage term. The moulded furniture division has earned its operating profit of Rs. 137.10 lacs as against Rs. 397.83 lacs in last year due to fluctuations in material prices and one time write off of Bad Debts of Rs. 75.00 Lacs.

However the performance of ACP business has adversely impacted due to continuous sluggish commercial real estate sector resulting into under utilization of installed capacity. The sales of ACP division was at Rs. 436.56 lacs as compared to Rs. 464.71 lacs in last year and resulted into a loss of Rs. 153.85 lacs before interest as compared to loss of Rs. 101.32 lacs in last year. The Loss for the year partially attributed to one time write off of Bad Debts of Rs. 115.00 lacs.

The main raw material for ACP division is Coated Aluminum Coil and prices of the Aluminum are driven by global market and at present the prices are within the reasonable range. The Company mainly sources, its raw materials from China & other leading countries.

The far sighted vision of the Promoters of the Company paid rich returns in the year under review and the Company had received a sum of Rs. 475.00 lacs as maturities proceeds of Keyman Insurance policies. These Policies were taken in the past and policy premium were spread over initial 10 years.

Overall the Company''s performance is satisfactory and registered a profit before tax of Rs. 339.43 lacs.

RECOGNITIONS

The Company has been awarded the 2nd Runner-up for the category "Best Focus Product Exporter'''' at the ECGC-D&B Indian Exporters'' Excellence Awards 2012.

SUBSIDIARY COMPANY

Due to sluggish world economies and overall weak global economic sentiments, the Company has defer in plans to set up trading and manufacturing base at UAE and decided to surrender license of its subsidiary "Prima Global (FZE)", to the Licensing Authorities of RAK SEZ Ras Al khaimah, UAE. The Company is under process to take necessary approvals / compliance from Indian and UAE Authorities for de-registrations.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics Pvt. Ltd., Cameroon, a Joint Venture Company manufacturing Moulded Articles and HDPE Woven Sack Bags. The total turnover of JV Company for the calendar year 2012 was INR 3,267.20 lacs as compared to previous calendar year of INR 1,855.70 lacs. The profit for the year after depreciation and tax was INR 491.86 lacs as compared to INR 357.31 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Accounts form part of this Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies with Balance Sheet of the Company. The annual accounts of these subsidiaries / Joint Venture Companies and the related detailed information are available for inspection by any member at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary /Joint Venture Company to any member on demand.

DIRECTORS

The Board of Directors at their meeting held on May 29, 2013 approved the revision in terms of agreement and reappointed Shri Bhaskar M. Parekh as Executive Chairman and Shri Dilip M. Parekh as Managing Director for a period of 3 years with effect from July 01, 2013

Shri Mulchand S. Chheda retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of Shri Mulchand S. Chheda, Shri Bhaskar M. Parekh and Shri Dilip M. Parekh, nature of their experience are given in the section on Notice elsewhere in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed and there has been no material departure;

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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate system and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS & AUDITOR''S REPORT

M/s. G.P. Kapadia & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of the Section 226 of the said Act.

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration as stipulated under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Additional information given as required under the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988.

ENERGY CONSERVATION

Energy conservation program is a ongoing process, the Company continues to emphasize on energy conservation at the stage of selections of plant, equipment to optimize energy consumption and by installing necessary power saving equipments.

RESEARCH & DEVELOPMENT

The R& D activities carried out by the Company are directly working in the supervision and guidance of the Managing Director. The Company has been able to launch few new products in plastics in replacement of conventional wood and also few new designs of chairs developed internally. The Company has developed first time in India a "Rocking Chair" and launching in this financial year for sale. The Company further plans to develop and introduce new range of products in the current year.

TECHNICAL ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology or processes know how. The Machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made in new technology upgraded machines & moulds.

As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

II. FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:- The Company''s key markets for international business are the Africa, Middle East, and Latin America. The export products are well established in the international market and the exports were higher at Rs. 1,526.15 lacs as compared to Rs.1070.05 lacs in last year. The growth in export too is very impressive at 43% in percentage term due to repeated orders from its existing clients. The Company has won 14 top export awards from "PLEXCONCIL" of India in last 16 years.

2) Total foreign exchange used and earned.

(Rs.) 2012-2013 2011-2012

Foreign Exchange earned (FOB) – (Finished Goods) 133,840,727 97,460,862

Foreign Exchange earned (Capital Goods) NIL 1,283,250

Foreign Exchange used 52,798,331 52,545,142

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

The Directors thank the Company''s customers, vendors, investors and banks for their support to the Company.

The Directors also thanks the Governments of other countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

CAUTIONARY STATEMENT

Certain statements in the reports of the Board of Directors and Management''s discussions and analysis may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since Company''s operations are influence by many external and internal factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis of any subsequent developments, information or events.



For and on behalf of the Board

Mumbai Bhaskar M. Parekh

May 29, 2013 Chairman


Mar 31, 2012

The Directors submit the 18lh Annual Report along with the Audited Statement of Accounts of the Company for the year ende March 31, 2012.

(Rs. In Lacs)

FINANCIAL RESULTS 2011-2012 2010-2011

Gross Income 6,110.02 6,053.62

Profit before Depreciation, Finance Cost and Tax 520.38 558.43

Less : Depreciation 150.91 158.53

Less : Finance Cost 93.70 69.25

Profit/(Loss) before Taxation 275.77 330.65

Less : Current Tax 56.84 67.89

Profit /(Loss) after Tax 218.93 262.76

Add : Balance b/f from previous year 1,796.15 1,711.66

Balance available for appropriation 2,015.08 1,974.42

Appropriation :

Balance c/f 2,015.08 1,974.42

Less : Proposed Dividend 110.00 110.00

Less: Dividend Tax 17.85 18.27

Less : General Reserve 50.00 50.00

Balance c/f to Balance Sheet 1,837.23 1,796.15

DIVIDEND

Based on the Company's performance, the Directors are pleased to recommend a dividend of Rs.1/- per Equity Share (last year Rs. 1/- per Equity Shares) for the financial year ended March 31, 2012 amounting to Rs. 127.85 lacs (inclusive of tax of Rs. 17.85 lacs). The dividend pay out ratio for the current year, inclusive of corporate tax on dividend distribution, is at 58.40%. This Management had maintained the consistency in dividend payout in-spite of plans to invest in new manufacturing units / Joint Ventures. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 50 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 1837.23 lacs is proposed to be retained in the Profit and Loss Account.

OPERATIONAL PERFORMANCE

The year under review was a challenging year for manufacturing Industries in India due to multiple adverse conditions like high inflations, high oil prices, lower economic growth, euro zone debt crises etc. Despite these constraints and the challenging environment, your Company performed reasonably well and delivered positive growth in sales, however there is marginal decline in operating profits. Your Company achieved higher net sales in moulded furniture segment of Rs. 5,572.35 lacs as against Rs. 5,247.48 lacs in the last year. The growth in sales in percentage terms achieved is 6%. The Exports were higher at Rs. 1070.05 lacs as compared to Rs. 870.46 lacs in last year. The growth in export in percentage term achieved is 23%. The moulded furniture division has earned higher profit before interest of Rs. 397.83 lacs as against Rs. 224.65 lacs in last year from its operation.

The Government of India has taken corrective steps by removing 'Anti Dumping Duty' on Polymers resulting into lower volatility in raw material prices as compared to previous years and resulted in improved margins of moulded furniture division.

However the performance of the Company has adversely impacted due to lower Sales of ACP Division at Rs. 464.71 lacs as compared to Rs.646.48 lacs in last year and resulted into a loss of Rs. 101.32 lacs before interest as compared to profits of Rs. 14.66 lacs in last year.

The main raw material for ACP division is Coated Aluminum Coil and prices of the Aluminum are driven by global market and at present the prices are within the reasonable range. The Company mainly sources, its raw materials from China & other leading countries.

Overall the Company's performance is satisfactory and registered a profit before tax of Rs. 275.77 lacs.

RECOGNITIONS

The Company has been awarded the 'Second Best Export Award' from PLEX Council of India for the exports for Financial Year 2009-10 & 2010-11.

SUBSIDIARY COMPANY

"Prima Global (FZE)", a wholly owned subsidiary of the Company at RAK SEZ Ras Al khaimah, UAE is taking steps to start trading in UAE Countries and also looking to set up a manufacturing unit to cater the UAE & other Countries.

PERFORMANCE OF JOINT VENTURE

Prima Dee-lite Plastics Pvt. Ltd., Cameroon, a Joint Venture Company manufacturing Moulded Articles had diversified in to the business of HDPE Woven Sack Bags and set up a manufacturing unit in adjacent location with total investment of INR 1600.00 lacs. The Commercial production was started from January 2012.

The total turnover of JV Company for Moulded Furniture division for the calendar year 2011 was INR 1992.48 lacs as compared to previous calendar year of INR 1432.32 lacs. The profit for the year after depreciation and tax was INR 452.87 lacs as compared to INR 341.27 lacs in the previous year.

The encouraging performance of Joint Venture Company has boosted the confidence of both the Joint Venture Partners and initiatives have been taken to explore neighboring countries to set up distribution network for Moulded Furniture Articles.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Accounts form part of this Annual Report.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies with Balance Sheet of the Company. The annual accounts of these subsidiaries / Joint Venture Companies and the related detailed information are available for inspection by any member at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary /Joint Venture Company to any member on demand.

DIRECTORS

Shri Krishnakant V. Chitalia retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of Shri Krishnakant V. Chitalia and nature of his experience is given in the Section on Notice elsewhere in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure;

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 as at March 31, 2012 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate system and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS & AUDITOR'S REPORT

M/s. G.R Kapadia & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of the Section 226 of the said Act.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration as stipulated under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Additional information given as required under the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988.

ENERGY CONSERVATION

A number of energy conservation techniques were initiated and energy was used more efficiently. Efficient maintenance and daily monitoring has resulted in lower consumption of power and there by lowered the cost of production. The Company continues to emphasize on energy conservation at the stage of selections of plant, equipment to optimize energy consumption and by installing necessary power saving equipments.

RESEARCH & DEVELOPMENT

The R & D activities carried out by the Company are dedicated to the development if new product, new design of chairs for better comfort and attractive colour and modern look. The designed department is directly working in the supervision and guidance of the Managing Director. The Company has been able to launch several new designs of chairs and other articles. The Company has developed first time in India a moulded computer table and launching in this financial year for sale. The Company further plans to develop and introduce new range of products in the current year.

TECHNICAL ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology or processes know how. The Machines and moulds used for manufacturing products are regularly upgraded to cater variety products in line with the market trend and demand. The new investments are made in new technology upgraded machines & moulds.

As a result, the Company is able to give new & innovative designed product and has created strong demand of its products in export market.

II. FOREIGN EXCHANGE EARNING AND OUTGO

1) Activities relating to exports, initiative taken to increase exports; development of new exports market for products and services; and export plans:-

The Company's key markets for international business are the Africa, Middle East, and Latin America. The Exports products are well established in the international market and the Exports were higher at Rs. 1070.05 lacs as compared to Rs.870.46 lacs in last year. The' growth in export in percentage term achieved is 22.93% due to repeated orders from its existing clients. The Company has won 14 top export awards from "PLEXCONCIL' of India in last 16 years.

2) Total foreign exchange used and earned.

(Rs.) 2011-2012 2010-2011

Foreign Exchange earned (FOB) - (Finished Goods) 97,460,862 77,849,953

Foreign Exchange earned (Capital Goods) 1,283,250 NIL

Foreign Exchange used 52,545,142 69,285,899

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

The Directors thank the Company's customers, vendors, investors and banks for their support to the Company.

The Directors also thanks the Governments of other countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

CAUTIONARY STATEMENT

Certain statements in the reports of the Board of Directors and Management's discussions and analysis may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since Company's operations are influence by many external and internal factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis of any subsequent developments, information or events.

For and on behalf of the Board

Mumbai, Bhaskar M Parekh

May 28, 2012 Chairman


Mar 31, 2010

The Directors are pleased to present the 16th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

(Rs. In Lacs)

FINANCIAL RESULTS 2009-2010 2008-2009

Gross Income 7,044.72 6,191.39

Profit before Interest, Depreciation and Tax 556.05 103.45

Less : Interest 35.89 73.70

Less : Depreciation 154.62 156.99

Profit/(Loss) before Taxation 365.54 (127.24)

Less : Current Tax 63.00 NIL

Less: Fringe Benefit tax NIL 3.40

Profit/(Loss) after Tax 302.54 (130.64)

Add : Balance b/f from previous year 1,587.81 1,718.45

Balance available for appropriation 1,890.35 1,587.81

Appropriation :

Proposed Dividend 110.00 NIL

Dividend Tax 18.69 NIL

Transfer to General Reserve 50.00 NIL

Balance c/f to Balance Sheet 1,711.66 1587.81

DIVIDEND

The Company has performed better during the year, therefore, your Directors are pleased to recommend a Dividend of Rs.1/- per equity share (10%), which is subject to consideration and approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow on account of Equity Dividend will be Rs. 128.69 lacs including corporate tax on dividend.

GENERAL RESERVES

Your Directors have proposed to carry a sum of Rs.50 lacs to the General Reserve Account out of the profits available.

OPERATIONAL PERFORMANCE

The fiscal year under review would be marked as an important year for the Indian industries, which has shown the growth mainly driven by domestic demand in-spite of the global showdown. The Industry in general benefited by financial stimulus package given by the Government of India.

Your company too achieved higher net sales in moulded furniture segment of Rs.4751.32 lacs as against Rs.3500.76 lacs in the last year. The growth in sales in percentage terms achieved is 36%.

The Exports were higher at Rs.794.94 lacs as compared to Rs.465.84 lacs in last year. The growth in export in percentage term achieved is 71%. The moulded furniture division has earned a profit before interest of Rs.507.53 lacs as compared to loss of Rs.44.40 lacs in last year.

The companys ACP Division did not perform to its expectation; mainly due to lack of demand in commercial segment of Real Estate. The company has scale down its operations looking to the weak recovery of its dues from the segment sales. The company is taking number of steps to re-focus the marketing module to establish the product in different market of this segment.

Overall the companys performance is satisfactory and registered a net profit of Rs.302.54 lacs after tax.

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section forming part of the Annual Report.

DIRECTORS

Shri Mulchand S. Chheda retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Brief resume of Shri Mulchand S. Chheda and nature of his experience is given in the Section on Notice elsewhere in the Annual Report.

BUSINESS OUTLOOK

The recovery in Economy & Growth in demand of all products appears well founded and the medium and long term outlook seems stable. We are well placed to take the advantage from the sustained growth of our economy. Our priorities are focused on diversifying geographical area within & outside India for our moulded furniture division.

The construction business is transforming from unorganized individual builders to Big Corporate Houses and will be more matured and professional in years to come. Apart from institutional sale, the ACP division has vast potential in retail segments of exterior & interior business throughout India.

JOINT VENTURE

The Joint Venture Company viz-Prima Dee-Lite Plastics Pvt. Ltd. has achieved turnover of INR 1314.93 (lacs) in the calendar year 2009 as compared to INR 1172.67 (lacs) in the previous calendar year and earned a profit of INR 346.61 (lacs) against INR 49.41 (lacs) in the previous calendar year. The JV Company is set to declare a handsome dividend for its performance of calendar year 2009.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards read with requirements set out under Schedule VI to the Company Act,1956, have been followed and there has been no material departure;

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 as at March 31, 2010 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The annual accounts for the financial year ended March 31, 2010 have been prepared on a going concern basis.

AUDITORS & AUDITORS REPORT

M/s. G.P. Kapadia & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of the Section 226 of the said Act.

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration as stipulated under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Additional information regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is set out in a separate statement attached to this report and forms part of it.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

APPRECIATION

The Board would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board

Mumbai, Bhaskar M Parekh

May 29, 2010 Chairman

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