DIRECTORS' REPORT

To,

The Members,

Your Directors have pleasure in presenting before you 22nd Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2015

DIVIDEND

In view of carry forward losses, no dividend has been recommended by the Board.

REVIEW OF OPERATION

During the year under review the company produced 7752 MT of various Grades of Compounds as against the Production of 7639 MT for the year 31st March 2014. Turnover for the year under review was 3773.72 lacs (Net of excise duty) as compared to Rs. 3610.06 lacs (net of excise duty for the year ended as on 31st March 2014. Profit from Operating Activates for the year for the year 31st March 2015 was Rs.90.75 as compared to Rs. 152.89 Lacs for the year ended as  on 31st March 2014.

Present Company is using its full Capacity for Filler Products, The Company has also ordered one more Machine (to be imported), to Increase its Production Capacity and the estimate cost the Machine is appx. Rs. 60 Lacs.

During the Year Company also initiated the trial run Production of Colored Mastered Batches on trail Basis for better market and better margin and on Success of its trail run the Product range of your company will increase and it will provide a good platform to us in the . The Company is also trying to expand its overseas Market.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. U.S.Bhartia Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends his reappointment.

2. INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

3. APPOINTMENT OF ADDITIONAL DIRECTOR:

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Ms. Pragya Bhartia Barwale as Additional Cum Non Executive Woman Director from 30.03.2015 subject to approval of the Members at the ensuing Annual General Meeting.

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Mr. K. L. Garg as Additional Cum Independent Director from 10.06.2015 subject to approval of the Members at the ensuing Annual General Meeting

4. KEY MANAGERIAL PERSONNEL:

The following persons were designated as Key Managerial Personnel:

1. Mr. R.P.Goyal (Whole Time Director)

2. Mr. Manoj Gohil (CFO)

3. Mr. Ankit Vageriya (Company Secretary)

5. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 22nd Annual General Meeting.

Pursuant to Section 203 of the companies Act, 2013, your Company holds Shri R.P.Goyal as CEO, Shri Manoj Gohil as CFO and Shri Ankit Vageriya as Company Secretary.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

7. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and available on Company's Website.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV in the Extract of Annual Return.

Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provision contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and remuneration of Managerial Personnel.

Employee throughout the Year : Nil

Employee for part of the year : Nil

SHARE CAPITAL

Paid up Equity Share Capital of the Company was 11.05 Crores. During the year under review the Company has not issue any Shares or any convertible Instruments.

ECONOMIC SCENARIO AND OUTLOOK

The Plastic Market is growing about 10 to 15% and the Compound demand is also increase the same level. Due to the down fall in the Crude Oil Prices and Polymers Prices are not stable which affect the Margin and constraint working. We hope that the Price will be stable in near future.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS:

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

i) Statutory Auditors :

The appointment of Auditors, M/s K.N.Gutgutia & Associates, Chartered Accountants, New Delhi is being ratified at this Annual General Meeting

ii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

AUDITORS' REPORT

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

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Shri Ashwin Shah, Practicing Company Secretary, Ahmedabad has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

2. Internal Audit & Controls

The Company continues to engage MBR & Co., Chartered Accountant, New Delhi as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. SUBSIDIARY COMPANIES: The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Bowler Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns An Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.polylinkpolymers.com  The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Independent Directors Meeting Cum Familiarization Programme:

At the time of appointment of Independent Director, a formal letter of appointment is given to him which inter alia explains the roles, functions, duties and responsibilities expected from him as a Director of the Company. A Director is also explained in detail the compliances required under the Companies Act, 2013 ["Act"] and Rules made thereunder, clause 49 of the Listing Agreement and other relevant regulations and his affirmation is taken with respect to the same.

At a separate meeting of the Independent Directors, a presentation was made on the brief details about the Company, nature of the industry in which Company operates, its business model apart from roles and Responsibilities of Independent Directors.

Performance Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own Performance, individual Directors, Key Managerial Personnel, its Committees, including the Chairman of the Board.

The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. Performance of individual Directors and the Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. The Directors expressed their satisfaction with the evaluation process.

Independent Directors Meeting :

During the year under review, a separate meeting of Independent Directors was held on 12th February, 2015, inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors,

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonable perform its duties.

All the Independent Directors were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state and confirm that:

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

b) Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended as ob date;

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

d) the annual financial statements are prepared on a going concern basis;

e) Proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

GENERAL

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

1. The Company has not accepted any deposits from public.

2. No issue of equity shares with differential right as to dividend, voting or otherwise.

3. There is no employees' Stock options Scheme (ESOS).

4. 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.

5. The Company has not issued any sweat equity shares.

6. CSR Policy is not applicable as pursuant to Section 135 of the Companies Act, 2013.

By Order of the Board of Directors

For, Polylink Polymers (India) Limited

U.S.Bhartia

Chairman

DIN : 00063091

Place : Noida  

Date : 11.8.2015