36th ANNUAL REPORT Report for the Year... · 2020. 2. 15. · REGISTERED : Kaledonia (HDIL)...

POLYGENTA TECHNOLOGIES LIMITED

th36 ANNUAL REPORT2017 - 2018

BOARD OF DIRECTORS : Ms. Sujata Chattopadhyay Chairperson, Independent Director

Mr. Marc Lopresto Director

Mr. Ghanshyam Karkera Independent Director

Mr. Ramesh Alur Nominee Director, VenturEast Life Fund III

CEO : Mr. M N S Rao

COMPANY SECRETARY : Mr. Paresh Damania

BANKERS : Ratnakar Bank Standard Chartered Bank

AUDITORS : Bagaria & Co LLP 701, Stanford,Junction of S V Road and Burfiwala Marg,Andheri west,

Mumbai : 400 058

CORPORATE IDENTIFICATION NO.: L17120MH1981PLC025388

POLYGENTA TECHNOLOGIES LIMITED 2017-18

REGISTERED : Kaledonia (HDIL) Building, thOFFICE Unit No. 1B, 5 Floor,

Sahar Road,Off Western Express Highway, Andheri (E),Mumbai : 400069

FACTORY : Gut No.265/1, 266, Village Avankhed,Taluka Dindori,District Nashik.Pin 422 202Maharashtra

Route Map to the AGM Venue

Venue: ‘

Landmark : Opp.

Distance from Andheri Railway Station: 2.3 KM

Distance from WEH Metro Station: 0.6 KM

The Mirador’ Hotel, Andheri-Ghatkopar Link Road, Chakala, Andheri (E), Mumbai – 400 099

Solitare Corporate Park

CONTENTS

Page No.Particulars

Notice of Annual General Meeting

Directors’ Report

Annexures to Directors Reports

Annexure ‘I’ : Additional Information as required Under Rule 8 of the Companies (Accounts ) Rules, 2014 - Conservation of Energy, Technology Absorption etc.

Annexure ‘II’ : Company’s Policy on Directors Appointment and Remuneration

Annexure 'III' : (A) Directors' Responsibility Statement as required Under Section 134(3) of The Companies Act, 2013 (the Act)

(B) Compliance With Code of Conduct:

Annexure 'IV' : Form No. AOC-2 - Related Party Transactions

Annexure 'V' : Secretarial Audit Report for the Year Ended 31st March, 2018

Annexure 'VI' : Report On Corporate Governance

Annexure 'VII' : Management Discussion and Analysis Report

Annexure ‘VIII’ : Particulars of Remuneration as Per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Annexure 'IX' : Comparison of Directors Remuneration with Median Employee Remuneration

Annexure 'X' : Form No. MGT-9 - Extract of Annual Return as on the Financial Year Ended on 31st March 2016

Independent Auditors’ Report

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Notes To Financial Statements

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11

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26

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31

39

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NOTICE OF AGM – 2018

thNOTICE is hereby given that the 36 Annual General Meeting of Members of Polygenta Technologies Limited will be thheld on Thursday, 27 September 2018 at 4.00 p.m. at Hotel Mirador, Andheri-Ghatkopar Link Road, Chakala, Andheri

(East), Mumbai – 400 099 to transact the following business:-

Ordinary Business:-

1. To consider and adopt the Audited Financial Statements for the year ended March 31, 2018 together with Report of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Marc Lopresto, who retires by rotation, and being eligible, offers himself for reappointment.

3. To ratify the appointment of auditors and in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:

“RESOLVED THAT pursuant to provisions of Section 139,142 and other applicable provisions of the Companies Act,2013, if any, read with Companies (Audit & Auditors) Rules,2014, including any statutory enactments or modification thereof, the Company hereby ratifies the appointment of M/s Bagaria & Co LLP (Firm Registration No. 113447W / W-100019) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the Company to be held in the year 2019.

RESOLVED FURTHER THAT, pursuant to the amendment to Section 139(1) of the Companies Act, 2013; hence forward, it will not be necessary to ratify Auditors’ appointment every year during their tenure ending at AGM 2022.

RESOLVED FURTHER THAT to give effect to above resolutions, the Board of Directors of the Company be and is hereby authorised for and on behalf of the Company to take all necessary steps and to do all such acts, deeds , matters and things which may deem necessary in this behalf.”

Special Business:-

4. To consider entering into Transaction with Related Party and if thought fit, to pass, the following resolution as Ordinary Resolutions:

“RESOLVED THAT the Board of Directors be and is hereby authorised to enter into transactions for sale of Company Products with the Related Party ‘PerPETual Global Technologies Limited’ up to Euro 3.0 Million (or amount equivalent thereto in any other currencies) upto 30th September 2019 provided that the transactions will be entered into at arm’s length price.

RESOLVED FURTHER THAT the Audit Committee of the Company be and is hereby authorised to decide the arm’s length price from time to time and other terms and conditions.

RESOLVED FURTHER THAT the Audit Committee be and is hereby authorised to repay the advance received remaining unutilized, if any from the Related Party- PerPETual Global Technologies Limited.”

By the Order of the Board of DirectorsFor Polygenta Technologies Limited

Paresh Damania Company Secretary

Place: MumbaithDate: 10 August 2018


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NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts relating to the business stated under Item No. 3 and 4 is annexed hereto.

st2. The register of members and the share transfer books of the Company will remain closed from Friday, 21 thSeptember 2018 to Thursday, 27 September 2018 (both days inclusive) for annual closing.

3. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10% (ten percent) of the total share capital of the Company. However, a person can act as a proxy of a member holding more than 10% (ten percent) of the total share capital of the Company and in such case the person cannot act as a proxy for any other person. Proxies submitted on behalf of limited companies must be supported by appropriate resolution / authority, as applicable. The instrument of proxy in order to be effective, should be deposited at the registered office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting.

4. Members are requested to notify immediately any change in their addresses, email address, bank particulars etc.

5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. As required under Secretarial Standard on General Meeting, the route map of the venue is given elsewhere in the Annual report.

7. VOTING THROUGH ELECTRONIC MEANS:

In compliance with section 108 of the Companies Act, 2013, read with rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the members to cast their vote electronically. Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting.

The instructions for members for voting electronically are as under:

(i) The voting period begins on Monday, 24th September 2018 at 9.00 a.m. and ends on Wednesday, 26th September 2018 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 20th September 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders / Members.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

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(viii) If you are a first time user follow the steps given below:

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for Polygenta Technologies Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number which is mentioned in address label as sr no affixed on Annual Report, in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. e.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

•

For Members holding shares in Demat Form and Physical Form

PAN

DividendBankDetailsOR Date of Birth (DOB)

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(xx) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

8. The facility for Voting through ballot paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by e-voting shall be able to exercise their right at the meeting.

9. Members who have cast their vote by e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

10. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the members.

11. Ms. Shailashri Bhaskar, Practising Company Secretary (Membership No. FCS-5778 and CP No. 5092) has been appointed as the Scrutinizer to scrutinize e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) and the Polling at the AGM, in fair and transparent manner.

The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period unblock the votes in the presence of atleast two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes in favour or against, if any, forthwith to the Chairperson of the Company.

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013.

Item 3

Ratification of the Appointment of Auditors

Bagaria & Co. LLP were appointed as Statutory Auditors at the last AGM held on 22 Sep17 for the period of 5 Years from AGM 2017 to AGM 2022. As per the amendment to Section 139(1) of the Companies Act, 2013 effective from 7 May18; the Auditors’ appointment is not required to be ratified by the Shareholders at the AGM from year to year, if the Auditors are appointed on or after 7 May18. Since, Bagaria & Co LLP were appointed as Auditors on 22 Sep17 (i.e. before 7May18 ), their appointment is required to be ratified by the Shareholders. Accordingly, the Board recommends that the appointment of auditors be ratified by Shareholders and that hence forward, it will not be necessary to ratify their appointment every year.

Item 4

Entering into Transaction with Related Party

The Company is making all efforts to sell its high quality recycled sustainable polyester yarn at Premium pricing compared to virgin. The Company is in discussion with related Party ‘PerPETual Global Technologies Limited’ for sale of Recycled Yarn.

Clause 188 of the Companies Act, 2013 states that no approval for related party transaction is required either of Board or Shareholder if the transaction is in the ordinary course of business and on the basis of arm’s length price. However, Clause 23 of SEBI Listing Regulations requires that all material Related Party Transactions shall require approval of the

stshareholders. Since the sale of Yarn will exceed 10% of Polygenta‘s sale for the Year Ended 31 March 2018 the Shareholders permission is sought for sale of such goods.

ndThe Shareholders had at the last AGM held on 22 September 2017 passed resolution for entering into sale transaction thupto Euro 3 Million. However, the validity is upto 30 September 2018. As the Company is expecting further orders from

PGTL, it is proposed to enable Board of Directors to enter into sale transaction of Company’s Products upto Euro 3.00 thMillion with validity period upto 30 September 2019.

The following are the details of the proposed transaction to be entered into:

(1) Name of the Party : PerPETual Global Technologies Limited

(2) Name of the Director or KMP who is related: Mr. Marc Lopresto as he is the Director of PerPETual Global Technologies Limited.

(3) Nature of Relationship: PerPETual Global Technologies Limited is the Lead Promoter and holding company of Polygenta Technologies limited and holds 75% of the equity share capital.

(4) Nature, material terms, monetary value and particulars of the contract or arrangement: Supply of Company’s Products at arm’s length price prevailing at the time of despatch of materials maximum to the extent of Euro 3.0 Million upto 30th September 2019 against 100% advance. The Board is entitled to refund the advance received any time if the materials cannot be supplied.

Except Mr. Marc Lopresto, who is interested in the resolution as he is the Director of PerPETual Global Technologies Limited, none of the other Directors /KMP or their relatives are concerned or interested in these resolutions.

The Board recommends the resolutions for Shareholders’ approval.

By Order of the Board of DirectorsFor Polygenta Technologies Limited

Paresh Damania Company Secretary

Place: MumbaithDate: 10 August 2018

Corporate Identification Number (CIN) - L17120MH1981PLC025388Registered Office: Kaledonia (HDIL) Building, Unit No. 1B, 5th Floor, Sahar Road, off Western Express Highway, Andheri East, Mumbai: 400069Tel: +91 22 6215 4087 Fax: +91 22 6215 4003, E-mail: [email protected]: http://www.polygenta.com

DIRECTORS’ REPORT

To, The Members of Polygenta Technologies Limited,

Your Directors present to you the Thirty Sixth Annual Report of Polygenta Technologies Limited (the “Company”) and Audited Financial Statements for the

stfinancial year ended 31 March 2018.

1. FINANCIAL RESULTS

STATE OF COMPANY AFFAIRS

The Company continues to incur losses although the quantum of operational losses is reducing from year to year for the last three years.

During the financial year 2017-18, product quality further improved resulting in increase in premium segment sales to 2994 MT as against 2273 MT in the previous year.

During the year under review, your Company earned export revenues from polyester filament yarn (“PFY”) sales aggregating Rs.201.0 million (previous year Rs.144.1 million).

Status of Mega Project:

The Company’s factory at Nashik has received eligibility certificate for availing benefits under the State of Maharashtra mega project program having completed the specified capital investments of Rs.2,500 million in relation to the manufacture of POY and DTY. The eligibility period for benefits is for 10 years from Jun ’09 to Jun ’19. The Company is eligible for financial benefits, including exemption from prescribed taxes and duties. The refund of a

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major portion of the VAT paid for the past period is received during the year under review, although accrued during the previous year.

Health, Safety and Environment (“HSE”) and Implementation of Key Process

Polygenta Technologies Ltd. is committed to ensure a Safe, Healthy and Environment-friendly workplace to its employees, society at large and all the interested parties who are directly or indirectly involved in the operations and endeavour to comply with all the requisite obligations.

The organization follows well-defined safety management practices which includes a) Permit to work b) Management of change c) Learning from incidences d) Safe place safe visit e) Safety Induction to new joinees and f) Periodic safety trainings. The organization is certified to ISO 14001:2015 and ISO 18001:2007 standards.

th The 47 National Safety Week was celebrated at the Nashik site with great enthusiasm and participation at all levels by the employees. The theme for the year 2018 was “REINFORCE POSITVE BEHAVIOUR AT WORK PLACE TO ACHIEVE SAFETY AND HEALTH GOALS.”

Various competitions were organised during the safety week like:-i) Safe & Clean Department Competition, ii) AD MAD Show iii) Meri Kahani Meri Jubani iv) Chalta- Bolata v) Safety Fancy Dress Competition VI) Blood Donation and Eye Check Up Camp were organized for all the employees. A great sense of involvement and the moral responsibility towards safety was seen amongst the employees.

The Company believes in environment protection and maintaining ecological balances. There is no discharge of effluents. The process water is treated in the in-house effluent treatment plant to ensure that the treated water meets the prescribed norms of the Maharashtra Pollution Control Board. The treated water is used for horticulture.

The company has a valid MPCB consent and the Company adheres to the standards for air emissions, wastewater effluent treatment, and noise pollution as prescribed by Maharashtra Pollution Control Board.

2. DIVIDEND

The Company is unable to declare a dividend for the financial year ended 31st March 2018 due to its losses.

3. FINANCIAL REVIEW:

• Polygenta’s lead-promoter and majority shareholder, PerPETual Global Technologies

Year Endedst31 MARCH 2018

( in Millions)`

Year Endedst31 March 2017( in Millions)`

Revenue from Operations 618.3 578.4Profit /(Loss) before Depreciation and Interest (217.4) (301.0)Depreciation 151.0 152.2Borrowing Cost 15.2 45.8Profit / (Loss) before

Exceptional Items (383.6) (499.0)Exceptional Items (162.9) 223.6Profit / (Loss) before/

after tax (546.5) (275.4)Balance Loss b/f from previous year (3,366.4) (3,091.0)Balance of Loss to be

carried to Balance Sheet (3,912.9) (3,366.4)

Particulars

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Limited (“PGTL”) continued its extraordinary support by providing funds in the form of ECB Loan as required by Polygenta. During the year, the Company has been sanctioned ECB

stamounting to Euro 10 Million by PGTL. As on 31 March 2018, the outstanding ECB Principal payable (including assigned ECB) to PGTL aggregated to Rs.2,939.5 million (including Rs. 280.1 million drawn during FY 2017-18) under the ECB loan facility.

• As a measure of consolidation of Promoters Shareholdings, Aloe Environment Fund II (Aloe) and Green Asia sustainability Fund I (GIASF) have transferred their entire shareholding to PGTL. During the year, the Shareholders have approved declassification of Aloe and GIASF as Promoters/Promoters Group. The Company has received approval from BSE for the aforesaid declassification during the year under review.

4. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of

stCorporate Affairs with effect from 1 April, 2017, with sta transition date of 1 April, 2016. The adoption of Ind

AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements for

stthe year ended 31 March, 2018, be applied retrospectively and consistently for all financial years presented.

Your Company has put in place adequate internal financial controls with reference to the financial statements and has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable.

During the year under review, the Company has internally carried out a review of internal financial controls and based on the internal report, the Board is of the view that there are adequate internal financial controls over financial reporting which are

stoperating effectively as on 31 March 2018.

5. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET

There are no material events that have occurred after Balance Sheet date.

6. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure I)

7. DIRECTORS AND KEY MANAGERIAL PERSONS

Mr. Marc Lopresto, Non – Executive & Non –Independent Director retires by rotation and, being eligible, offers himself for reappointment.

Presently, Mr. M N S Rao, Chief Executive Officer, Mr. Paresh Damania, Company Secretary and Mr. Rakesh Gaikwad, Chief Financial officer are the Key Managerial Personnel of the Company. There is no change in Key Management Persons during the year under review.

8. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the Schedules and rules issued thereunder.

9. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration (N&R) Committee has formulated a detailed Nomination Remuneration policy which, inter alia, deals with the manner of selection of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under section 178(3) of the Companies Act,2013. The highlights of the Policy are given as ‘Annexure II’ forming part of this Report.

10. BOARD TRAINING AND INDUCTION

At the time of appointing a Director, a formal letter of appointment is given to the Director, which inter alia, explains the role, function, duties and responsibilities expected of the Director.


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The Directors are also appraised about the various compliances under Companies Act, 2013 and Code of conduct of independent Directors as per the Companies Act, 2013 and a confirmation is taken from them for compliance therewith.

By way of introduction to the Company, the Directors are presented the last three years Annual Report. Further, with a view to familiarise the new Directors with the Company’s operations, when the business plan presentation is made to the Board, the familiarisation is also suitably combined therewith.

The CEO also has one-to-one discussions with the newly appointed Directors and they attend an orientation at the company’s factory. The above initiatives help the Directors to understand the Company, its business, the regulatory framework in which the company operates and equips the Directors to fulfill effectively their role as Directors of the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT /

CODE OF CONDUCT

The Directors Responsibility Statement referred to in clause (c) of sub –section (3) of Section 134 of the Companies Act, 2013 is given in ‘Annexure III’ forming part of this Report. The Code of Conduct of the Company is affirmed by the Directors and Senior Management and the receipt of the same is affirmed by the CEO in ‘Annexure III’ forming part of this Report.

12. NUMBER OF MEETING OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors have met six times during the styear ended 31 March, 2018. The composition of the

Audit Committee of Directors, Nomination and Remuneration Committee of Directors, and Stakeholders Relationship Committee of Directors, number of meetings held of each committee during the financial year 2017-18 and meetings attended by each member of the committee as required under Companies Act, 2013 are provided in Corporate Governance Report forming a part of the report in ‘ANNEXURE VI’. The recommendations by the Audit Committee as and when made to the Board have been accepted by the Board.

13. DIRECTORS EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, during the year, the Board has carried out an annual evaluation of its own Directors individually (including Chairperson) other than Nominee Directors of Lender / Investor. The performance of the Individual Directors was evaluated by the Board seeking input from all the

other Directors. The Criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee like leadership and stewardship abilities, contribution to clearly define corporate objectives and plans, meaningful and constructive contribution and inputs for effective meeting etc.

The Board has carried out an annual performance evaluation of its own performance and the Directors individually. The Evaluation was done on the criteria and framework recommended by the Nomination and Remuneration Committee and adopted by the Board. During the year under report, the

stIndependent Directors met on 1 September 2017, inter-alia, to discuss:

- Performance Evaluation of Non Independent Directors and Board of Directors as a whole.

- Performance Evaluation of the Chairman of the Company.

- Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Board has also carried out an annual performance evaluation of its committees.

14. PARTICULARS OF LOANS AND GUARANTEES OR INVESTMENTS

Because there were no loans, guarantees, or investments given by the Company during the year, the Company is not required to comply with the provisions of section 186 of the Companies Act, 2013.

15. PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. A list of the transactions is referred to in Note No.38 to the Financial Statements.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, including certain arm’s length transactions under the third proviso thereto, is disclosed in Form No. AOC-2, which is attached as ‘Annexure IV’ forming part of this report.

The Company’s Related Party Transaction Policy, as approved by the Board, is uploaded on the C o m p a n y ’ s w e b s i t e a t http://www.polygenta.com/company_policies.html

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16. RISK MANAGEMENT POLICY

The Company has developed a Risk Management Policy. It seeks to identify risks inherent in the Company’s business operations and provide guidelines to define, measure, report, control and mitigate the identified risks. The objective of the Company’s Risk Management Policy is to create and protect shareholder value by prudently minimising threats or losses, and identifying and maximising opportunities. The policy endeavours to provide a practical enterprise-wide risk management framework that fosters employees integrating risk management into their everyday work.

17. VIGIL MECHANISM (WHISTLE BLOWER ) POLICY

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations. Accordingly, the Company has adopted a Vigil Mechanism Policy. The objective of the Policy is to enable any employee / director who observe a violation of the Polygenta Code of Conduct OR unethical practice (whether or not violation of law) to approach the Vigil Officer without necessarily informing their line managers and without revealing their identity.

SCOPE OF THE POLICY

(a) The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

(b) Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Vigil Officer or the Chairman of the Audit Committee or the Investigators.

(c) Protected Disclosure will be appropriately dealt with by the Vigil Officer or the Chairman of the Audit Committee, as the case may be.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to form a Corporate Social Responsibility Committee, as it does not satisfy the criteria as mentioned in Section 135 of the Companies Act, 2013.

19. SECRETARIAL AUDIT REPORT :

A Secretarial Audit Report given by A. Sekar, practicing Company Secretary at Mumbai is annexed as ‘Annexure V’, forming part of this report.

The Secretarial Auditors have qualified their report as under:

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc., mentioned above, except that the public shareholding in the company is below the minimum stipulated under Rule 19A of Securities Contracts (Regulation) Rules, 1957 (“SCRR”). This is because the shares held by ESOP Trust is not treated as public shareholding pursuant to Securities and Exchange Board of India (Employee Share Based Benefits) Regulations, 2014, which provided a period of only three years till

th27 October, 2017, until which the shares held by ESOP Trust could be classified as part of public

thshareholding. Thus, with effect from 28 October 2017, the company is not in compliance with the provisions of minimum public shareholding.

The Management explanation is as under:

The Promoter and the Company are exploring various options of achieving the minimum public shareholding of 25% (twenty five per cent) in accordance with SEBI Circular CIR/ CFD/ CMD/ 14/ 2015 dated November 30, 2015. The Company and Prompter have evaluated options such as rights and bonus issue, however due to the financial position of the Company this has not been possible. Accordingly, in order to address this situation, the Promoter has also made an application to SEBI for certain relaxation in relation to this and awaiting feedback from SEBI.

20. STATUTORY AUDITORS & AUDTORS REPORT

Bagaria & Co. LLP were appointed as Statutory Auditors at the last AGM held on 22 September, 2017 for the period of 5 Years from AGM 2017 to AGM 2022. As per the amendment to Section 139(1) of the Companies Act, 2013 effective from 7 May, 2018; the Auditors’ appointment is not required to be ratified by the members at the AGM from year to year, if the Auditors are appointed on or after 7 May, 2018. Since, Bagaria & Co LLP were appointed as Auditors on 22 September, 2017 (i.e. before 7 May 2018), their appointment is required to be ratified by the members. Accordingly, the Board recommends that the appointment of auditors be ratified by members and that thence onward, it would not be necessary to ratify their appointment every year during their tenure ending at AGM 2022.

The Emphasis of Matter in Auditors Report as regards preparation of financial statements on a going concern basis read with Note No.32 to the Accounts is self-explanatory.


11

21. FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year.

22. INSURANCE

The Company has taken adequate insurance for all of its assets.

23. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements stipulated under the SEBI Listing Regulations. The Report on Corporate Governance is annexed as ‘Annexure VI’ forming part of this Report.

24. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under SEBI Listing Regulations is annexed as ‘Annexure VII’ forming part of this Report.

25. PARTICULARS OF REMUNERATION AS PER

RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of remuneration as per rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as ‘Annexure VIII’ forming part of this Report.

26. COMPARISON OF DIRECTORS REMUNERATION WITH MEDIAN EMPLOYEE REMUNERATION

As per rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and other particulars is annexed as ‘Annexure IX’ forming part of this Report.

27. INDUSTRIAL RELATIONS

Cordial industrial relations continued to prevail throughout the financial year under review.

28. Extract of the Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ‘Annexure X’ to this Report.

29. ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the valuable co-operation extended to the Company by its employees, governmental departments, lenders including its promoter, bankers, suppliers, and its customers for their continued considerable support.

For and on behalf of the Board of Directors

Sujata Chattopadhyay Chairperson DIN: 2336683

Place : MumbaithDate: 28 May 2018

ANNEXURE ‘I’ TO DIRECTORS' REPORT

ADDITIONAL INFORMATION AS REQUIRED UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

(A) CONSERVATION OF ENERGY DURING THE YEAR 2017-18

A firm of Energy Auditors was appointed to conduct Energy (Including Power and Thermal) Audit of the entire plant. In 2017-18, Polygenta has Implemented recommendations as per the energy audit report submitted by the said firm.

(a) Steps taken / impact of conservation of energy

1) For chillers we are using chilled water circulation pump of 55KW rating. As per actual head requirement 55 KW pump got replaced by 30 KW pump at capital cost of Rs. 0.14 Million. This has reduced power consumption

by 1.68 Lacs KWH thereby generating energy cost saving of around Rs. 1 Million per annum.

2) For cooling towers we are using Cooling water

circulation Pump of 90 KW rating. As per actual head requirement 2*90KW pump got replaced by 2*45 KW pump at capital cost of Rs.0.6 Million. This has reduced power consumption by 7.2 Lacs KWH thereby generating energy cost saving of around Rs.4.3 Million per annum.

3) We are using 14 bar compressor for Suction Gun application in POY plant. This compressor was running on full load irrespective of its usage. Replaced Switchgear by VFD (Variable Frequency Drive- which is used to drive electrical motor at desired frequency) at capital cost of Rs.1 Million. This has reduced power consumption by 1.8 Lacs KWH thereby generating energy

Year endedst31 MARCH 2018

Year endedst31 March 2017

Total Foreign Exchange Earned

Total Foreign Exchange Used

201.0

95.9

144.1

22.5

12

cost saving of around Rs.1 Million per annum.

4) We were facing premature lighting fixture failure problem due to very High voltage in Salient hours from MSEDCL. Therefore we have installed dedicated Lighting transformer at capital cost of Rs.0.7 Million. This has reduced power consumption by 0.36 Lacs KWH per annum thereby generating energy cost saving of around Rs.0.2 Million per annum.

5) Ensuring the proper washing of the PET Flakes from the supplier allowed us to stop flake washing operations at our plant. This has reduced power consumption by 1.2 Lacs KWH per annum thereby energy cost saving of around Rs.0.8 Million per annum.

(b) The Steps taken by the company for utilizing

alternate sources of energy: None.

(c ) The Capital Investment on energy conservation equipment:

The Company has spent Rs. 2.5 Million as capital investment on energy conservation equipment during the financial year 2017-2018.

(B) TECHNOLOGY ABSORPTION -

The patented ReNEW™ process is a unique, cost-effective, proven chemical process that is specifically designed to accept all grades of post-consumer PET as a feedstock which we have been using and improving continuously. We have been constantly upgrading the systems and the technology so that we are able to produce consistent quality. Certain improvements in the process have been carried out to reduce the thermal degradation of the polymer so that quality consistency is achieved. We have improved the process at the Bottle segregation, crushing and washing stage so that the dirty bottles get cleaned thoroughly and flake consistency is achieved.

• The company is now conducting trials with depolymerisation catalyst to improve the depolymerisation process comparatively with lower temperature at glycolysis & pre-polymerisation stage. Lab Scale trials and Pilot trials have been conducted. Commercial scale trial was also conducted however results are not satisfactory.

a) Efforts, in brief, made towards technology absorption, adaption and innovation

The Company has an on-going R&D programme focussed on optimising the existing process and reinforcing its intellectual property protections. The main areas of development are:

• Improvements in the colour and chemicals removal process and technologies. Pilot scale experiments are being conducted.

• Development work on extending the use of this technology to recycle textile waste back into textile grade polymer is in advanced stage of development at the Pilot plant scale. We have been successful in glycolysis of textile waste after decolouration.

b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

The benefits derived are that product is well accepted in the market (which can be seen in the improvement of sales in the Premium market).There is cost reduction in terms of inventory, large lot sizes and continuous single Merge running. New products have been developed and new applications are being serviced due to the above efforts.

c) The expenditure incurred on Research and Development :

1) Trial for Yarn colour Improvement: Trial of a Catalyst for colour improvement is Rs.6.6 Million.

2) Total cost of Textile to Textile Pilot scale trial is Rs. 3.5 Million.

(C) F O R E I G N E X C H A N G E E A R N I N G S A N D OUTGOINGS (RS. Million):

* Total Foreign Exchange Used includes Capital Advance of Rs. 76.3 Mn for procurement of FDY machineries.


13

ANNEXURE ‘II’ TO DIRECTORS REPORT

C O M PA N Y ’ S P O L I C Y O N D I R E C T O R S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (“NRComm”) has formulated a detailed Nomination Remuneration policy which, inter alia, deals with the manner of selection of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under section 178(3) of the Companies Act, 2013. The highlights of the Policy are as under:

1) Appointment and Evaluation of Directorsa) Appointment Criteria, Selection, and Induction

(including term and tenure)i) For a candidate to be considered for

selection as a Director, a candidate should:(1) Be able to demonstrate integrity,

credibility, trustworthiness, ability to handle conflict constructively, and the wil l ingness to address issues proactively;

(2) Have excellent financial and/or business literacy and skills;

(3) Have appropriate other qualifications and experience to meet the objectives of the Company;

(4) Be prepared to devote time to update their knowledge and skills with the Company’s latest developments and corporate governance best practices;

(5) Be willing to devote sufficient time and attention to the Company’s business and discharge their responsibilities;

(6) Bring independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments, and standards of conduct;

(7) Have the ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company;

(8) Be able to act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees; and

(9) Meet the requirements of the Companies Act, 2013 read with its rules for qualifications included in applicable provisions of Companies Act 2013, as well as other rules made

thereunder, and Clause 49 of the Listing Agreement, if not otherwise enumerated above.

ii) Candidates may also provide one or more of the following favourable attributes:(1) Persons of eminence, standing and

k n o w l e d g e w i t h s i g n i f i c a n t a c h i e v e m e n t s i n b u s i n e s s , professions and/or public service generally and stakeholders that are relevant to the Company’s business and future objectives.

(2) Related experience in management/ governance of manufactur ing companies with one or more of the following critical success factors:(a) Achieving continuing innovation

in its primary production processes; and

(b) Highly effective sales function that engages with global apparel, accessory and home furnishing brands with a product positioning that emphasises environmentally beneficial performance and benefits.

iii) The NRComm shall design and oversee the orientation program for new Directors and will work with senior management to ensure that Directors are updated annually on commercial, operational, competitive, technological, regulatory, and compliance matters that materially affect the Company’s business. This is to help equip Directors with the requisite information base to perform their duties.

b) Performance Evaluationi) The Directors of the Board will be evaluated

by their peers as the NRComm determines it is required.

ii) The basis for the evaluation will be a questionnaire that will be reviewed and modified from year to year as the NRComm sees fit, with input from the Directors and pertinent third party sources which the NRComm may or may not choose to employ at its discretion.

c) Succession Planning – The NRComm will review at least once annually and otherwise as circumstances may require succession planning and provisions for the Company’s Directors.

d) Appointment Process and Terms – The NRComm will be responsible for establishing and implementing a transparent process for the appointment of Directors to the Board which shall include:i) Making recommendations as to the

appropriate size, diversity and composition of the Board;

ii) Ensuring that upon appointment to the Board, Directors receive a formal letter of appointment in accordance with the guidelines provided under the Act;

iii) Identifying and recommending Directors who are to be put forward for retirement by rotation;

iv) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

v) Taking care that the Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years;

vi) Providing for the additional terms and conditions that apply to the appointment of Independent Directors as per provisions of the Act including that:(1) An Independent Director shall hold

office for a term up to five consecutive years on the Board and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report;

(2) No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director, provided further that an Independent Director shall not, during the said period of three years, be appointed in

or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the NRComm as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.

(3) At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is in compliance with the provisions under the Act.

2) Appointment and Evaluation of Key Managerial Personnel (“KMP”) and Senior Managementa) The NRComm shall identify and ascertain

the integrity, qualification, expertise, and experience of the person for appointment to a KMP position or to a Senior Management level and recommend to the Board his / her appointment.

b) The NRComm shall obtain from Key Management Personnel their views as to the description of a given executive position to be filled, recommended relevant qualifications, expertise, experience and m a n a g e r i a l a n d i n t e r - p e r s o n a l / communication skills required by the position as well as candidates that the Key Management Personnel may have identified. The KMP shall also provide relevant market-based and other data as to the appropriate range of compensation for the executive position, including an indication of absolute levels, the mix of fixed and incentive-based compensation, and perquisites that may be included.

c) The NRComm may seek third party specialist advice and assistance with identifying and recruiting as it sees fit for the position taking into consideration the Company’s current operational size and financial condition;

d) The NRComm shall apply the above information in evaluating available candidates and make a recommendation to the Board as to both the candidate and appropriate terms of compensation and employment;

14


15

e) The NRComm sha l l comple te a performance evaluation of all Key Management Personnel each year applying criteria established by the NRComm for the respective executive positions. The NRComm shall also review and advice on the performance evaluation policies, procedures, and execution of the same for the employees of the Company.

f) Succession Planning - The NRComm will review at least once annually and otherwise as circumstances may require succession planning and provisions for the Company’s KMP and Senior Management.

g) Removali) Due to reasons for any disqualification

mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the NRComm may recommend, to the Board with reasons recorded in writing, removal of a KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

ii) KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain such KMP or Senior Management personnel in the same position remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3) Remuneration Policy for non-executive Directorsa) The NRComm shall develop and recommend

remuneration terms for non-Executive Directors subject to the following guidelines and the applicable rules and regulations of the Act and other applicable law:i) The Directors’ remuneration / commission

shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

ii) Sitting Fees: The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or other committees thereof provided that the amount of such fees shall not exceed Rs. one lac per meeting of the Board or other committees or such amount as may be prescribed by the Central Government from time to time.

The NRComm shall seek to recommend sitting fees that are commensurate with market practice for comparable companies in comparable industries, financial condition, and circumstances.

iii) Commission: Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding the corresponding percentage of the profits of the Company computed as per the applicable provisions of the Act.

iv) The Independent Directors shall not be entitled to any stock options and may receive remuneration by way of fee for attending meetings of the Board or other committees thereof or for any other purpose as may be recommended by the NRComm and decided by the Board, always subject to the prevailing terms and provisions of the Act and other applicable law.

4) Remuneration Policy for KMP, Senior Management, Wholetime and Executive Directorsa) The setting of remuneration for KMP, Senior

Management, Wholetime and Executive Directors (“Executive Manager”) shall be guided by the following principles:i) To ensure that the level and components of

remuneration is reasonable and sufficient to attract, retain and motivate Executive Managers and other employees of the quality required to run the Company successfully.

ii) No Executive Manager shall be involved in deciding his or her own remuneration;

iii) Prevailing trends in corresponding and similar industries and nature and size of business is kept in view and given due consideration in determining proper competitive quantum of remuneration;

iv) There is a clear relationship between (i) the level of remuneration and (ii) performance a n d a p p r o p r i a t e u n a m b i g u o u s performance benchmarks are set out and communicated;

v) Improved performance should be rewarded by an increase in remuneration and suitable authority for value addition in the future;

vi) Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long-term performance objectives appropriate to the Company's working and goals.

16

vii) The following criteria are also to be considered:-(1) Responsibilities and duties ;(2) Time and efforts devoted;(3) Value addition;(4) Profitability of the Company and

growth of its business;(5) Analysing each and every position and

skills for fixing the remuneration yardstick; and

(6) Standards for certain functions where there is a scarcity of qualified resources.

viii) Other criteria that may be considered as applicable include:(1) C o n s i s t e n t a p p l i c a t i o n o f

remuneration parameters across the organisation; and

(2) Whenever, there is any deviation from the policy, the justification /reasons should also be indicated / disclosed adequately.

b) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel; provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

c) An ESOP Policy shall be developed by the NRComm and recommended to the Board based on the applicable Acts / Guidelines and consistent with the overall policy decided by the Shareholders at the General Meeting.

ANNEXURE ‘III’ TO DIRECTORS' REPORT

(A) Directors’ Responsibility Statement as required under section 134(3)(c) read with 134(5) of the Companies Act, 2013 (The Act):

It is hereby confirmed that:

(i) in the preparation of the annual accounts for stthe year ended 31 March 2018, the

applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

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

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis;

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

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

For and on behalf of the Board of Directors

Sujata Chattopadhyay ChairpersonDIN: 2336683

Place: MumbaithDate: 28 May 2018

(B) Compliance with Code of Conduct:

As provided under Regulation 34(3) read with Clause D of Schedule V to the SEBI Listing Regulations, the Board members and Senior Management Personnel have affirmed compliance with Code of Conduct of Board of Directors and

stsenior management for the year ended 31 March 2018.

For Polygenta Technologies Limited

M N S RaoCEO Place: Mumbai

thDate: 28 May 2018


ANNEXURE ‘IV’ TO DIRECTORS REPORT

Form No. AOC-2

[ (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 ]

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis -

17

2. Details of material contracts or transactions at arm’s length basis

The Company has two material contracts or transactions entered into on an arm’s length basis to report. Each of these contracts is with the Company’s Promoter and majority shareholder Perpetual Global Technologies Limited (Mauritius) (“PGTL”). The pertinent details of each of the transactions are itemized below:

(a) Name of the related party and nature of relationship

(b) Name of contracts / arrangements / transactions

(c) Duration of the contracts / arrangements / transactions.

(d) Salient terms of the contracts or arrangements' or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:(h) Date on which the special resolution was passed in general meeting as required under

first proviso to section 188

----NIL ---

PerPETual Global Technologies Limited - Promoter, Holding Company

Sale of Recycled Yarn against 100% advance receipt

Material to be supplied upto 30th September 2018

Materials (Recycled Yarn) to be supplied at prices at arms’ length prevailing on the date of supply of materials to the extent of Euro 3.0 Million.

th 26 May 2017

Amount Received in 2017-18: Euro 215,000 (Equivalent to Rs.15.7 Million)Amount Repaid in 2017-18: Euro 1,115,000 (Equivalent to Rs.82.1 Million)

stBalance as on 31 March 2018 : Nil

(a) Name of the related party and nature of relationship

(b) Name of contracts / arrangements / transactions

(c) Duration of the contracts / arrangements / transactions.

(d) Salient terms of the contracts or arrangements’ or transactions including the value, if any

(e) Date(s) of approval by the Board, if any

(f) Amount paid as advances, if any

PerPETual Global Technologies Limited - Promoter, Holding Company

The agreement was entered into for borrowing by way of External Commercial Borrowings to the extent of Equivalent to Euro 10 million

The amount can be drawn in trenches upto 31st March 2022. (Can be extended with mutual consent).

Amount : Equivalent to Euro 10 Million Rate of Interest : Interest free upto 30th September 2018 and from 1st October 2018 Euro Libor + 4.5%Repayment Dates: To be mutually decided so that the Average Maturity Period of about 7 Years is maintained.

th14 February 2017

Amount received in 2017-18: Euro 3,537,000 (Equivalent to Rs.267.2 Million actually received)(Over and above the aforesaid receipt, a sum of Euro 178,223 (Equivalent to Rs.12.9 Million) was received against sanctioned ECB of Euro 4.5 Million, agreement for which was entered into in previous year)

ANNEXURE ‘V’ TO DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2018

ToThe MembersPolygenta Technologies Limited

thKaledonia (HDIL) Building, Unit No. 1B, 5 Floor Sahar Road, off Western Express Highway, Andheri (East), Mumbai: 400069

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Polygenta Technologies Limited, (hereinafter called the Company). Secretarial Audit was conducted was conducted in the manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, I hereby report that in my opinion the Company has during the period covering April 1, 2017 to March 31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period April 1, 2017 to March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (“SCRA”) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”), to the extent they are applicable to the company:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Share Based Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards Issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with the BSE Limited read with The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc., mentioned above, except that the public shareholding in the company is below the minimum stipulated under Rule 19A of Securities Contracts (Regulation) Rules, 1957 (“SCRR”). This is because the shares held by ESOP Trust is not treated as public shareholding pursuant to Securities and Exchange Board of India (Employee Share Based Benefits) Regulations, 2014, which

thprovided a period of only three years till 27 October, 2017, until which the shares held by ESOP Trust could be classified as part of public shareholding. Thus, with effect

thfrom 28 October 2017, the company is not in compliance with the provisions of minimum public shareholding.

I further report that

The Board of Directors of the Company is duly constituted and changes in the composition of the Board of Directors that took place during the period under

18


review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any action having a major bearing on the company’s affairs in pursuance of the above referred laws.

Place: MumbaithDate : 28 May 2018

A SEKARCOMPANY SECRETARYACS 8649 CP 2450

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

19

‘Annexure A’

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, followed by me provide a reasonable basis for our opinion.

3. I have not verif ied the correctness and appropriateness of financial records, Books of Accounts and records pertaining to direct and indirect taxation of the company, which I believe are the domain of other professionals on whom the responsibility is entrusted by the provisions of the Companies Act, 2013.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.



Name of Profession No. of Director meetings

attended

[#] Ms. Sujata Chattopadhyay Practice

Mr. Marc Lopresto Consultancy in Finance, Business and Legal Affairs

Mr. Ghanshyam Karkera in Practice

Company Secretary 4in

2

Chartered Accountant 4

ANNEXURE ‘VI’ TO DIRECTORS' REPORTREPORT ON CORPORATE GOVERNANCE

1. Company’s Phi losophy on Corporate Governance Code:

The Company’s philosophy on Corporate Governance is to actively pursue and achieve sustained growth, transparency, disclosure, internal controls and internal and external communications,

and high standards of accounting fidelity. The Company also complies with the listing requirements of the stock exchange where its shares are listed and SEBI Listing Regulations. The following is a report on the status and progress on major aspects of Corporate Governance.

2. Board of Directors

The Board of Directors consists of the following members:

There were six Board meetings held during the year st thended 31 March 2018. These were on 11 April 2017,

th rd st th26 May 2017, 23 August 2017, 1 September 2017, 10 thNovember 2017 and 12 February 2018. The last Annual

ndGeneral Meeting (AGM) was held on 22 September 2017.

None of the Directors are related inter-se.

None of the Directors hold any shares or convertible instruments of the Company.

Web Link details of familiarisation programmes imparted to Independent Director: www.polygenta.com

3. Audit Committee

The Audit committee consists of three Non-Executive Directors out of which two are independent. The committee was set up by the

ndBoard of Directors on 22 April 2001. The terms of reference of the Audit Committee are as per the guidelines set out in the SEBI Listing Regulations and as prescribed under section 177(4) of the Companies Act, 2013. This includes, inter alia, overseeing financial reporting processes, examining of the financial statements and auditors report thereon, accounting policies and practices, evaluation of internal financial controls and risk management system, adequacy of internal audit function, and discussion with internal auditors on any

significant findings, the recommendation for appointment, remuneration and terms of appointment of the auditors of the Company, review and monitoring of the auditor’s independence and performance and effectiveness of audit process, valuation of undertakings or assets of the company wherever it is necessary.

stDuring the Financial Year Ended 31 March 2018, four Audit Committee Meetings were held. These

thwere held on 26 May 2017, 1st September 2017, t th10 h November 2017 and 12 February 2018.

The Audit Committee consists of the following members:

[#] Ms. Sujata Chattopadhyay is the Chairperson of the Audit Committee

20

Attendance at the last

No. ofCommittee membership / chairmanships in all othercompanies

No. ofBoard Meetings attended

Name of Director

Category of Directorship

No. ofother direct-orships

No. ofCommittee membership /Chairmanship AGM

Ms. Sujata Chattopadhyay Independent

Mr. Ghanshyam Karkera

Mr. Marc Lopresto Non-Executive Non-Independent

Mr. Ramesh Alur Non-ExecutiveNominee Director of VenturEast Life Fund III

Chairperson 6 2 3 6 Yes

Non-Executive 1 3 - 6 YesIndependent

2 3 - 2 No

7 3 3 1 No


Name of No. of

Mr. Ramesh Alur -Mr. Marc Lopresto 1Mr. Ghanshyam Karkera (Appointed as committee

th member from 12 February, 2018) 1

Director meetings attended

4. Stakeholders Relationship Committee Meetings

The Board constituted a “Shareholders Grievance & nd thShare Transfer Committee” on 22 April 2001. On 6

May 2014, this Committee was renamed as Stakeholders Relationship Committee. This Committee considers and resolves the grievances of the security holders. The share transfer work has been delegated entirely to M/s Universal Capital Securities Pvt. Ltd., the Registrar, and Share Transfer Agents and this Committee overlooks the

stsame. During the year ended 31 March 2018, one rdCommittee Meetings was held on 23 March 2018.

The composition and attendance of these meeting are as hereunder:

Mr. Ramesh Alur is the Chairman of the Committee.

Mr.Paresh Damania, Company Secretary acts as the Compliance Officer.

There was one complaint received during the year. stThe number of pending share transfer as on 31

March 2018 was nil.

5. Nomination and Remuneration Committee

The Remuneration Committee was formed to review the remuneration paid to Managing / Whole time Director from time to time. On 6th May 2014, the Remuneration Committee was renamed as Nomination and Remuneration Committee (N R Committee) in accordance with Section 178 of the Companies Act, 2013. The terms of reference of the Committee are in accordance with section 178 of the Companies Act, 2013 and are as under:

- Identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carrying out the evaluation of every director’s performance.

- Formulation of the criteria for determining qualifications, positive attributes, and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

The Nomination and Remuneration Committee consists of the following Directors:

Mr. Ghanshyam Karkera - Chairman (Independent Director)

Ms. Sujata Chattopadhyay - Independent Director

Mr. Ramesh Alur - DirectorstDuring the financial year ended 31 March 2018,

three Nomination and Remuneration Committee thmeetings were held. These were held on 11 April

st th2017, 1 September 2017 and 12 February 2018.

The attendance of these meeting is as hereunder:

6. Remuneration of Directors

A Non-Executive Director rendering services of the Professional nature is paid Professional Fees. The Professional Fees are based on industry standard.

Details of remuneration accrued to be paid to Mr. Marc Lopresto, a Non–Executive Director rendering services of a professional nature:

Professional Fees : Rs. 24,00,000

Independent Directors are paid Sitting Fees for Board Meetings and Audit Committee Meetings attended by them. The Sitting Fees are fixed based on the industry standard and are well within the permissible limit under Companies Act, 2013.

During the Year 2017-18 the following sitting fees was paid to Independent Directors:

The Directors are given appointment letters in which the terms of the services are mentioned. The notice period is not applicable to the Directors. Resignation takes effect on the date of receipt of a resignation letter OR date mentioned in the resignation letter, whichever is later. Severance fees are normally not paid to the Directors.

The Directors were not given any Stock Options during the year under review. All of the components of salary / professional fees and sitting fees are fixed and there is no component of Performance linked incentive.

21

Name of No. of

Mr. Ghanshyam Karkera 3 Ms. Sujata Chattopadhyay 3Mr. Ramesh Alur 0

Director meetings attended

Name of Director Sitting Fees( )

Ms. Sujata Chattopadhyay (Independent Director)

Mr. Ghanshyam Karkera (Independent Director)

`

3,00,000

3,00,000

Venue

Day Date Time

th 27September 2018

4.00 p.m.

Thursday Mirador Hotel , Andheri-Ghatkopar Link Road, Chakala, Opp. Solitaire Corporate Park, Andheri (East), Mumbai :400099

7. Allotment and Conversion Committee thOn 16 March 2009, the Allotment Committee was

formed to consider the allotment of Compulsory Convertible Preference Shares (“CCPS”), Optionally Fully Convertible debentures (“OFCD”) and other securities from time to time. On 20th September 2010, the Conversion Committee was formed to consider the conversion / transfers of Compulsory Convertible Preference Shares (“CCPS”) Optionally Fully Convertible debentures (“OFCD”) and other

thsecurities from time to time. On 6 May 2014, these two committees were merged and thus, the Allotment and Conversion Committee was formed.

The Allotment and Conversion Committee consists of the following Directors:

Mr. Marc Lopresto

Mr. Ramesh Alur

No meeting of Allotment and Conversion Committee Meeting was held during the year ended 31st March 2018.

8. Annual General Meeting

The previous three Annual General Meeting were held as per the details given below:

A Special Resolution was passed at the AGM held on th24 September 2015, authorising the Board of

Directors to enter into a transaction for the sale of up to USD 1.5 million in value of drawn texturized yarn

th(“DTY”), up to 30 September 2016, with the Related Party, PerPETual Global Technologies Limited, provided that the transaction would be entered into at arm’s length price.

Through Postal Ballot, Special resolutions were stpassed on 1 December 2015 for the alteration of

Memorandum of Association of the Company for modification of Capital Clause V of the Memorandum of Association (“MOA”) and other alterations to the MOA as the provisions of the Companies Act, 2013 that came into force with effect from April 1, 2014. Also, Special Resolutions were passed for adoption of a new set of Articles of Associations (“AoA”) of the Company which made the necessary changes required by the Companies Act, 2013.

A Special Resolution was passed at the AGM held on th27 September 2016, authorising the Board of

Directors for making the Loans and Investments u/s 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its powers) up to maximum amount of Rs.10 Crores.

As on the date of this report, the Management does not foresee the need for any special resolution through Postal Ballot during the Financial Year 2018-19.

Ms. Shailashri Bhaskar, Practicing Company Secretary, FCS No. 5778, CP No. 5092 having her professional address at D-24, Ajanta Anushakti Nagar, Mumbai: 400094 acted as Scrutinizer for conducting the postal ballot process in accordance with the Act and the Rules made there under and in a fair and transparent manner. The Procedure for the Postal ballot was in compliance with Companies Act, 2013.

9. Means of Communication

The quarterly results are published in Financial Express (English Newspapers) and Janshakti (Marathi Newspaper). The said results are also pub l i shed on the Company ’s webs i te : www.polygenta.com. Official news releases are available on BSE’s website www.bseindia.com. No presentations were made to institutional investors or to the analysts during the year.

10. General Shareholder Informationth A. The 36 Annual General Meeting

22

2015 Thursday th24

Sept.2015

03:00 p.m

The Mirador Hotel, Andheri-Ghatkopar Link Road, Chakala, Andheri East, Mumbai : 400099

2016 Tuesday th 27 Sept.2016

04:00 p.m

The Mirador Hotel, Andheri-Ghatkopar Link Road, Chakala, Andheri East, Mumbai : 400099

2017 Friday nd22 Sept.2017

04:00 p.m

Residency Hotel, Suren Road, Andheri Kurla Road, Near WEH Metro station, Andheri East, Mumbai : 400093

Year Day Date Time Venue


stH. Distribution of Shareholding as on 31 March 2018

Number % of Total Holdings % Totalof % of Total

2 3 4 5 6 7

No.

1

Share Holding Share Holders Share Holdings Share Amount ( )`

Up to 500 1,140 96.528 38,062 0.024 380,620 0.024501 - 1,000 14 1.185 10,955 0.007 109,550 0.0071,001 - 2,000 9 0.762 13,459 0.009 134,590 0.0092,001 - 3,000 1 0.085 2,510 0.002 25,100 0.0023,001 - 4,000 2 0.169 7,250 0.005 72,500 0.0054,001 - 5,000 1 0.085 4,900 0.003 49,000 0.0035,001 - 10,000 1 0.085 7,250 0.005 72,500 0.00510,001 and above 13 1.101 156,122,158 99.946 1,561,221,580 99.946 TOTAL 1,181 100.000 156,206,544 100.000 1,562,065,440 100.000

B. Financial Year st st 1 April to 31 March (From April 2010 onwards).

C. Dividend Payment Date

Not Applicable as no dividend is recommended.

D. Listing on Stock Exchanges

The Equity Shares of the Company are listed on BSE Limited.

The Company has paid the annual listing fees for the year 2017-18 and 2018-19 to BSE Limited.

The Stock Code of the Company on BSE Limited is 514486.

E. Market Price Data

The Company’s shares were not traded on the Stock Exchange on a daily basis. Hence, the high and low prices of the shares are given as and when the shares were traded.

During the year, the BSE Index has increased by 11.3% from 29,621 to 32,969, whereas the Company’s share price has reduced by 13.9 % from Rs.14.70 to Rs.12.02.

F. Registrar and Share Transfer Agents

The name and address of the Company’s Share Transfer Agents is as under:

M/s Universal Capital Securities Pvt. Ltd.(Formerly Mondkar Computers Pvt. Ltd.)

21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai: 400 093

Phone No.: 28207203 / 28257641 Telefax: 2820 7207

G. Share Transfer system

With a view to expedite the process of share transfers, the Board of Directors has delegated the power of share transfer to the Share Transfer Agents. Shares for transfer are processed expeditiously within one month in the case of physical transfers.

23

April 2017 14.70 14.70May 2017 - -June 2017 14.70 14.70July 2017 - -August 2017 14.70 14.70September 2017 14.00 14.00October 2017 13.30 13.00November 2017 - -December 2017 - -January 2018 13.00 12.80February 2018 12.80 12.65March 2018 12.02 12.02

Month Bombay Stock

High Exchange

Low

I. Dematerialisation of Shares and Liquidity

The Company has entered into a contract with CDSL and NSDL.

stAs on 31 March 2018, 79.33% of the Company’s listed shares were held in Dematerialized form.

Liquidity of Shares: The Equity Shares of the Company are included under XT category at the Bombay Stock Exchange, Mumbai.

J. Outstanding Convertible Instruments

There are no outstanding convertible st instruments as on 31 March 2018.

Company Secretary,Polygenta Technologies Limited

thKaledonia (HDIL) Building, 5 Floor, Unit No. 1B, Sahar Road, Off W.E.HighwayAndheri East, Mumbai : 400069

OR

The Registrar and Transfer Agents M/s Universal Capital Securities Pvt. Ltd.(Formerly M/s. Mondkar Computer Services Private Limited)21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai 400 093.

24

K. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

The Company’s Raw Materials and Finished Goods normally move in roughly the same direction as movement of petroleum products. Thus, there is an approximate rough hedge (to an extent) for commodity price risk.

The major part of the Company’s foreign exchange liability arises from the ECB loans which are denominated in Euros and USD and repayable in the same foreign currencies. The Company has not hedged these foreign exchange liability or a portion thereof as the Company has severe constraints on its credit limits.

L. Plant location:

Gat No. 265/1,266, Village - Avankhed, Taluka - Dindori, District - Nashik : 422 201.

M. Address for Correspondence:

The Shareholders may address their communications /suggestions /grievances/ queries to:

11. Other Disclosures

The transactions carried out during the year with related parties, i.e. Promoters, Directors, Relatives, Subsidiaries, or Management are mentioned in Note No. 38 to Financial Statements.

As mentioned in the Secretarial Audit Report, during the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc., mentioned above, except that the public shareholding in the company is below the minimum stipulated under Rule 19A of Securities Contracts (Regulation) Rules, 1957 (“SCRR”). This is because the shares held by ESOP

Trust is not treated as public shareholding pursuant to Securities and Exchange Board of India (Employee Share Based Benefits) Regulations, 2014, which provided a period of only three years till

th27 October, 2017, until which the shares held by ESOP Trust could be classified as part of public

thshareholding. Thus, with effect from 28 October 2017, the company is not in compliance with the provisions of minimum public shareholding.

The Management explanation is as under:

The Promoter and the Company are exploring various options of achieving the minimum public shareholding of 25% (twenty five per cent) in accordance with SEBI Circular CIR/ CFD/ CMD/ 14/ 2015 dated November 30, 2015. The Company and Prompter have evaluated options such as rights and bonus issue, however due to the financial position of the Company this has not been possible. Accordingly, in order to address this situation, the Promoter has also made an application to SEBI for certain relaxation in relation to this and awaiting feedback from SEBI.

Except as mentioned above, the Company has complied with the requirements of the Stock Exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the said authorities. The Company has complied with all of the mandatory requirements of Corporate Governance required under SEBI Listing Regulations.

The Company has a Vigil Mechanism Policy in place and no personnel have been denied access to the Audit Committee.

The Company is in compliance with mandatory corporate governance requirements of SEBI Listing Regulations.

The Company is in the process of adopting the non-mandatory requirements of Corporate Governance Requirements of SEBI Listing Regulations in due course.

The Company does not have any subsidiary Companies nor does it intend to have a subsidiary company. Therefore, there is no requirement for a policy for determining material subsidiaries.

Policy on dealing with Related Party Transactions is a v a i l a b l e o n w w w . p o l y g e n t a . c o m / company_policies.html.

Commodity price risk hedging is covered in Point No.10 (k) above.


25

12. Discretionary Requirements

The following discretionary requirements as specified in Part E of Schedule II have been adopted:

(a) The Company has moved towards a regime of financial statements with unmodified audit opinion. The Auditors have included an emphasis of matter statement as to the treatment of the Company as a going concern on which the management comments are given elsewhere in the Directors’ Report.

(b) The Company has appointed separate persons for the post of Chairperson and Chief Executive Officer. The Company does not have any Managing Director.

(c) The Internal Audit is done by an independent firm of Chartered Accountants which reports directly to the Audit Committee.

13. Compliance of SEBI Listing Regulations

The Company is in compliance with Corporate Governance requirements specified in the regulations 17 to 27 of the SEBI Listing Regulations.

The Company has disseminated all of the information as required to be disclosed under 46(2)(b) to (i) of the SEBI Listing Regulations on its website www.polygenta.com .

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sujata Chattopadhyay

ChairpersonDIN: 2336683

Place : Mumbaith Date: 28 May 2018

14. Certificate on Corporate Governance

Certificate on Compliance with Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 by Polygenta Technologies Limited

ToBoard of Directors,Polygenta Technologies Limited

I have examined compliance by Polygenta Technologies Limited (the Company) with the requirements of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) relating to corporate governance requirements for the year ended on 31 March 2018.

In my opinion and to the best of my information and according to the explanations given to me and the representation by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the said SEBI Listing Regulations.

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations. The examination is neither an audit nor an expression of opinion on the financial statements of the Company or the Corporate Governance Report of the Company.

I state that no investor’s grievance is pending unresolved by the Company for a period exceeding one month against the Company as per the records maintained by the Stakeholders Relationship Committee. I further state that such compliance is neither an assurance to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.



26

ANNEXURE ‘VII’ TO DIRECTORS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Brief about Operations

Polygenta currently operates from a plant near Nashik in the state of Maharashtra in India. The plant is 100% integrated from feedstock (using post-consumed waste PET flakes) through to the manufacturing of sustainable polyester filament yarn (“SPFY”) and is currently operating at about 20 to 22 tons per day capacity depending upon the product-mix. Based on the current operating capacity the plant processes in excess of 1.5 million plastic bottles a day. These bottles are transformed chemically into a molten polyester polymer which in turn is spun into a raw yarn (“POY”) and then texturized to make a finished draw texturized yarn (“DTY”). Polygenta customers knit and/or weave this DTY into fabric for various applications including garments (e.g. sports apparel, women apparel, denim, casual wear, and uniforms), home furnishings, luggage, automotive fabrics, etc.

The products have received GRS Certificate (for recycling content) from Control Union, Netherlands. The products also have been certified by the Hohenstein Institute, Germany with Oekotex Standard 100 Product Class I certificate, certifying that the products meet human-ecological protective standards for clothing for infants and young children.

2. Discussion on Financial Performance with respect to Operational Performance

During the financial year 2017-18, the product quality further improved resulting in increased sales in premium segment to global brands despite overall weakness in the crude oil prices which adversely impacted the prices of polyester products (especially those made conventionally, using petrochemicals). During the year, in order to improve overall operational and financial performance the Company has successfully developed newer products (e.g. finer denier yarns, speciality yarns). Development of such products enabled further penetration of high value fashion brand segments, contributing to increased sales volumes with better pricing margins. Due to these initiatives, the sales in the branded segment increased from 2273 MTs in the previous year (i.e. 2016-17) to 2994 MTs in 2017-18. By contrast, year-to-year, total sales volume of all products (i.e. Partially Oriented Yarns, Draw Texturised Yarn, and Polyester Chips) nominally decreased from 5926 MT (2016-17) to 5872 MT (2017-18).

3. Industry Structure Overview, Opportunities and Threats

Recycling of all waste is a priority today to safeguard the environment. Worldwide, over half of post-consumer PET bottles, millions of metric tons of valuable petrochemicals, albeit in waste form, are not recycled at all – ending up in land-fill sites, the ocean, or being burnt for energy. This failure to achieve higher levels of recycling causes unnecessary generation of greenhouse gases and other environmental damage. Fortunately, societal awareness and pressure to change from all segments (consumer, business, and governmental) has been increasing, for example the Paris Agreement within the framework of the United Nations Framework Convention on Climate Change.

Of those post-consumer bottles which are collected and recycled globally, more than 50% is made into low end staple fibre. Most staple fibre producers use mechanical recycling processes, superficially cleaning and then flaking PET bottles, melting the PET flakes (and residual contaminants) at high temperature and then extruding staple fibre. The quality of the products produced by this method is relatively inferior and these products are normally sold at a discounted price compared to staple fibre made conventionally using virgin petrochemical feedstocks derived from crude oil. There are very few companies globally which have the know-how and technology to produce efficiently and consistently high quality filament yarn products from post-consumer plastic bottles. Your company is the only one in India that has the technology to produce high quality environmentally beneficial, sustainable polyester filament yarn from post consumed PET bottles using chemical recycling process.

4. India Overview and Industry Outlook:

The Government of India has started the Swachchha Bharat Abhiyaan and also cleaning of India’s rivers. A major pollutant in rivers is plastic waste including post-consumer PET bottles.

Recently the government of Maharashtra introduced total ban on plastic bags as well as several guidelines on collection of used PET bottles for mineral water / soft drinks / juice manufacturers. Wherein they shall be required to participate in ensuring that these bottles are collected and recycled. The involvement of organised sector manufacturers in the bottle collection is a welcome change for companies like Polygenta and it shall lead to the ethical bottle collection / sourcing in near future. We have already started discussions with various stakeholders in association with our flakes


manufacturer to initiate the process.

In India, of the various kinds and grades of PET bottles which are collected and recycled, approximately 50% are used in producing polyester staple fibre.

There is a growing trend of leading global apparel, footwear and home furnishing brands to increase their use of high quality sustainable filament yarns in the manufacturing of their products because of:

• Increases in consumer demand for products (without compromising quality) with the use of recycled and/ or renewable source feedstocks so as to minimise harm to the environment.

• Polyester filament yarn has become the leading fibre of choice to meet global textile demand due to the rising world population. Producing sustainable polyester filament yarn from waste plastic (PET) bottles directly :

a) reduces the number of waste PET bottles which end up in landfill sites or the ocean; and

b) Decreases greenhouse gases, water consumption, and the use of crude oil whose by-products are used to manufacture traditional polyester.

• Various brands have declared quite ambitious targets for increasing usage of recycled / sustainable products in their product basket by 2022. Some of the major brands like C&A, Target USA, Inditex, H&M, Adidas, Ikea, Decathalone, The North have targets ranging from 20% to 100% for converting current conventional polyester consumption to recycled polyester

• Emerging government ini t iat ives and regulations requiring retailers to provide labelling indicating and quantifying the environmental impact of the manufacture of products (e.g. aspects such as carbon footprint, waste, water consumption, chemical use).

In India, as the second largest country manufacturing polyester textiles worldwide, these global trends find themselves also reflected in the Indian polyester filament yarn sector and, indeed, in Indian consumer demand as well. Steadily increasing demand for high quality recycled sustainable polyester can be observed in all segments of textile applications from sportswear to apparels and home textiles.

Apart from global brands, India-centric brands also are choosing recycled polyester for various product

ranges. This signals that the favourable outlook for sustainable apparel is not only limited to the traditional geographic markets of global brands.

With the increasing costs in China and growing concerns about over-dependency on a single national source, India is becoming an attractive alternative source for procuring woven and knitted fabrics for brands and retail chains. As a combined effect of all these factors, we witnessed a major shift in the approach of brands and the support for sustainable products has become more active. This has helped to have a very healthy order book for 2108-19. Company is confident of achieving of 5000 MT premium sale during 2018-19 which shall lead to a positive outlook for the company.

These trends and a favourable future outlook comprise the bedrock for Polygenta’s singular strategic focus on manufacturing and selling polyester filament yarn made solely from sustainable post-consumer bottles. To help ensure a successful pursuit of this strategy, Polygenta is committed to being an enterprise that excels in transparency, technology innovation, environmental sustainability, the empowerment of its staff, and building mutually rewarding partnerships with all of its stakeholders.

5. Risks and Concerns:

While there is a bright outlook for the sustainable yarn and specialty segments of interest to Polygenta, the Company is cognizant that particularly in a sector such as polyester, one needs to be vigilant in identifying and actively and prudently managing risk inherent to the business.

Generally, the Company identifies its risks in terms of market risk (including feedstock and product pricing, interest rate and foreign currency fluctuations), credit risk, infrastructure risk (hardware, software and IT) and operating risks (including but not limited to health, safety, environmental risks, and transactional/ integrity control risks).

The Company is constantly seeking to manage its overall exposure to product, feedstock, and margin fluctuations. Similarly, the Company is actively pursuing export markets for its products first and foremost because of the excellent opportunities that the management believes those markets hold. Further, with the improvement in the product quality, the Company is working towards increasing sales in branded segments which unlike the polyester f i lament yarn made conventional ly from petrochemicals, are affected less by fluctuations in the prices of crude oil prices.

27

With respect to operating risks, the Company continues to diligently strive for health, safety, and environmental performance levels that rank at the upper levels of its peers. With respect to transactional and integrity control risks, over the last year, the Board and management have taken a number of steps to review and strengthen operational and financial controls. These include identifying areas for improvement in financial controls, operations, SOPs, and protocols and authority’s matrices and implementing measures to strengthen accordingly, recruiting experienced and proven senior management and new finance and accounts personnel, and arranging for relevant additional training for Company personnel. Related to managing and safeguarding against such risks, it should be noted that the Company and its parent company are in dispute regarding various matters and transactions with a former senior executive who was associated with the Company until September 2013, which are currently outstanding in the courts of Mumbai, which are not expected to have a material impact on the Company’s operations, financial position or profitability.

Management is also aware that competition for talented personnel will only intensify in the future and the Company’s personnel are a core and vital asset. To help ensure full develop and optimal retention of its this valuable asset, management is committed to investing in its development and providing through an exceptional work environment and training opportunities coupled with competitive and innovative compensation and incentive schemes.

6. Segment –wise Performance

All products relate to textile application and hence segmental reporting is not applicable.

7. Internal Control Systems and their Adequacy

The Company is constantly enhancing its internal control systems commensurate with the size and nature of its business. The Company has an external internal audit firm K.K. Jhunjhunwala & Co. which submits its quarterly report to the Audit Committee, which in-turn reports to Board of Directors.

The Internal Auditor provides reasonable assurance to the Board of Directors that the risk exposures the Company faces are understood and managed appropriately in dynamically changing contexts. The Company’s internal audit focuses on Management / Operational Audit through transaction validation on value additions, systems improvement, and statutory compliances.

8. Human Resource Development:

The Management strongly feels that the Company’s core strength lies in its human resources. Training and development of human resources is an ongoing priority for the Company as it seeks to become a leading innovator in its sector and perform at a very high standard in all aspects of its business and operations, particularly in a rapidly changing external environment. In pursuit of such high standards the company achieved certification for ISO 9001 (Quality); ISO 14001 (Environment) and OHSAS 18001 (Health and Safety). As on 31st March 2018, the Company had 246 employees on the payroll and 136 labourers on a contract basis.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sujata ChattopadhyayChairperson DIN: 2336683

Place: Mumbaith Date: 28 May 2018

28

The Management of Polygenta Technologies Limited has prepared and is responsible for the financial statements that appear in this Report. These are in conformity with accounting principles generally accepted in India.

The Management also accepts responsibility for the preparation of other financial information that is included in this Report. Statements in the Annexure VII- Management Discussion and Analysis section describing the Company's progress, status, objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. The Management has made these statements based on its current expectations and projections about future events. Wherever possible, it has tried to identify such statements by using words such as 'anticipate', 'estimate', 'expect', 'project', 'intend', 'plan', 'believe' and words of similar substance. Such statements, however, involve known and unknown risks, significant changes in commercial market conditions, the political and economic environment in India and elsewhere, tax laws, litigation, labour relations, exchange rate fluctuations, interest expense, and other costs, which may cause actual results to differ materially. The management cannot guarantee that these forward-looking statements will be realised, although it believes that it has been prudent in making these assumptions. The Management undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.


29

ANNEXURE ‘VIII’ TO DIRECTORS REPORT

PARTICULARS OF REMUNERATION AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Names of the Top Ten Employees in terms of remuneration drawn and the names of every employee who; if employed throughout the financial year, was in receipt of remuneration for that year which in the aggregate not less than Rs.102 lakhs OR if employed for part of the financial year, was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Rs.8.5 lakhs per month:

Name of the Employee

Designation of the employee

Remuneration received ( ) `

Nature of employment, whether contractual or otherwise

Date of commencement of employment

The age of suchemployee(Years)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

M N Sudhindra

Rao

CEO

18,063,287

Full time

B.Sc. CA

(36 years)

17/07/2014

60

BLA

Industries Pvt. Ltd.

Makarand

Kulkarni

Chief Marketing Officer

4,016,303

Full time

B.E.Textile,

(28 years)

01/04/2004

51

Textila India Private Limited

*Skandamoorty

K Nandyal

Chief Operating Officer

2,820,653 Full time B.E.-Chemical

PGDBM(38 years)

09/02/2015 62 BNT

Biodegrada- ble Polymers

Archana Gharte

General Manager-

HR

2,363,605

Full time

B. Sc. M.B.A.

D.L.L., (18 years)

01/09/2008

40

Aress

Software & Technologies

Ltd.

Akhilesh

Sharma

AGM-CP & Renew and POY

2,034,518 Full time B. Sc. Dip. in

Petrochem

Engg B.Tech.-

Chemical

(22 years)

12/01/2009 48 JBF Industries Ltd

Paresh Damania

Company Secretary

2,349,130 Full time B. Com.,

C. A., C.S.

(30 years)

12/03/2009 51 Ethypharm LL Pvt Ltd.

Qualifications (and employee’s years of experience)

Employee’s employer prior to joining the Company

Dhanvant Yeola

Vijay Choudhary

Chief TechnicalOfficer

Dy. General Manager-Marketing and Sales

1,673,951

1,513,793

B.E -Instrum-entation, M.B.A.(23 Years)

M.Com,

24/04/2008

06/06/2008

46

55

Divine Polymer Ltd,

DNH Spinners

Full time

Full time(31 years)

J.

ThirumuruganAGM-DTYand Packing

1,645,453 Dip. in ManMade Fibre(23 years)

22/12/2008 45 SanghiPolyster Ltd.Hyderabad

Full time

Sandeep

NevatiaDy. GeneralManager -Marketingand Sales

1,865,289 B.E(Textile)

(28 Years)

17/04/2017 51 Thai AcrylicFibre Co. Ltd. (Aditya Birla Group)

Full time

*Employed for part of the Year

30

ANNEXURE ‘IX’ TO DIRECTORS REPORT

COMPARISON OF DIRECTORS REMUNERATION WITH MEDIAN EMPLOYEE REMUNERATION

As per rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and other particulars are given as under:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

(iii) the percentage increase in the median remuneration of employees in the financial year;

(iv) the number of permanent employees on the rolls of company;

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

(vi) affirmation that the remuneration is as per the remuneration policy of the company.

All Directors other than Mr. Marc Lopresto are paid only sitting fees. Mr. Marc Lopresto, a Director on Professional Consultancy is paid professional fees. Since none of the Directors is paid any Salary, the ratio of remuneration is not applicable. Director : No Increase

Chief Executive Officer ( Mr. M N Sudhindra Rao) – 7.4%

Company Secretary (Mr. Paresh Damania)- 0%

Chief Financial Officer (Mr. Rakesh Gaikwad): 21.4%.

0%

On-roll employees : 246 (till 31-Mar-18)

2.3% average increase in the salary of employees other than Managerial Personnel. Note: No change in Managerial Remuneration is reported because the Company currently does not have anyone designated under a Manager, i.e. either Wholetime Director, Managing Director or Manager as defined under Section 197 of the Companies Act, 2013.

Yes

Notes:

(1) Except Mr. Vijay Choudhury and Mr. Dhanvant Yeola, who hold one equity share each, none of the employees mentioned above holds any equity shares in the Company.

(2) None of the employee mentioned above is a relative of any director or manager of the Company.

(3) The Company does not have any managing director or whole-time director or manager. There is no employee who holds by himself or along with his spouse and dependent children, more than two percent of the equity shares


1 PerPETual Global Technologies Ltd. - C/o AAA Global Services Ltd, 1st Floor,The Exchange, 18 Cybercity, Ebene, Mauritius

Not Holding 75.00% 2(46)Applicable

31

ANNEXURE 'X' TO DIRECTORS REPORT

FORM NO. MGT-9STEXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH 2018

[ Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L17120MH1981PLC025388

ii) Registration Date (DD/MM/YYYY) 06/10/1981

iii) Name of the Company Polygenta Technologies Limited

iv) Category/ Sub-category of the Company Public Company / Limited by Shares

thv) Address of the Registered office and Kaledonia (HDIL) Building, 5 Floor, Unit No. 1B,

contact details Sahar Road, Off Western Express Highway, Andheri East, Mumbai : 400069Telephone No.: 022-62154087Fax Number : 022-62154003Email : [email protected]

vi) Whether listed company Yes

vii) Name, Address and Contact details of M/s. Universal Capital Securities Pvt. Ltd. (Formerly Registrar & Transfer Agents, if any M/s. Mondkar Computer Services Pvt. Ltd.)

Address :21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai : 400093Telephone No. : 022 – 28207203 / 28257641Fax No. : 022 - 28207207

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product / Service

% to total turnover of the Company

1 Manufacturing of Synthetic or artificial yarns, tenacity yarns

whether or not texturized including high tenacity yarn

20203 97.1%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and address of the Company Holding/Subsidiary/Associate

Applicable Section

CIN/GLN % of shares

held

A. Promoters

(1) Indian

a) Individual/ HUF -- -- -- -- -- -- -- -- --

b) Central Govt -- -- -- -- -- -- -- -- --

c) State Govt(s) -- -- -- -- -- -- -- -- --

d) Bodies Corp. -- -- -- -- -- -- -- -- --

e) Banks / FI -- -- -- -- -- -- -- -- --

f) Any other -- -- -- -- -- -- -- -- --

Sub- Total (A)(1) -- -- -- -- -- -- -- -- --

(2) Foreign

a) NRIs –Individuals -- -- -- -- -- -- -- -- --

b) Other Individuals -- -- -- -- -- -- -- -- --

c) Bodies Corp. 107677750 10155893 117833643 75.43 117154908 -- 117154908 75.00 -0.43

e) Banks / FI -- -- -- -- -- -- -- --

f) Any other -- -- -- -- -- -- -- --

Sub- Total (A)(2) 107677750 10155893 117833643 75.43 117154908 -- 117154908 75.00 -0.43

Total shareholding of

Promoter (A)=(A)(1)+A(2) 107677750 10155893 117833643 75.43 117154908 -- 117154908 75.00 -0.43

B. Public Shareholding

1. Institutions

a) Mutual Funds -- -- -- -- -- -- -- -- --

b) Banks / FI 3095594 51000 3146594 2.01 3095594 51000 3146594 2.01 --

c) Central Govt -- -- -- -- -- -- -- -- --

d) State Govt(s) -- -- -- -- -- -- -- -- --

e) Venture Capital Funds -- -- -- -- -- -- -- -- --

f) Insurance Companies -- -- -- -- -- -- -- -- --

g) FIIs -- -- -- -- -- -- -- -- --

h) Foreign Venture

Capital Funds -- -- -- -- -- -- -- -- --

i) Others (specify) -- -- -- -- -- -- -- -- --

Sub-total (B)(1):- 3095594 51000 3146594 2.01 3095594 51000 3146594 2.01 --

2. Non-Institutions

a) Bodies Corp.

i) Indian 1462936 8010 1470946 0.94 2141671 8010 2149681 1.37 0.43

ii) Overseas -- -- -- -- -- -- -- -- --

b) Individuals

i) Individual shareholders

holding nominal share

capital upto Rs. 1 lakh 23692 45658 69350 0.05 24162 45448 69610 0.05 0.00

--

--

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (a) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginningof the year [As on 01-April-2017]

No. of Shares held at the end ofthe year [As on 31-March-2018]

% Changeduring

the year

Demat Physical Total % of Total

Shares


Shares

32


ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 849180 -- 849180 0.54 849220 -- 849220 0.54 0.00

c) Others (specify)

Non Resident Indians -- -- -- -- -- -- -- -- --

Overseas Corporate Bodies 659378 18649983 19309361 12.36 659378 18649983 19309361 12.36 --

Foreign Nationals -- -- -- -- -- -- -- -- --

Clearing Members 300 -- 300 0.00 -- -- -- -- 0.00

Trusts - 13525000 13525000 8.66 - 13525000 13525000 8.66 --

LLP / Partnership Firms 10 -- 10 0.00 10 -- 10 0.00 --

HUF 2160 -- 2160 0.00 2160 -- 2160 0.00 --

Foreign Bodies- D R -- -- -- -- -- -- -- -- --

Sub-total (B)(2):- 2997656 32228651 35226307 22.55 3676601 32228441 35905042 22.99 0.43

Total Public Shareholding

(B)=(B)(1)+ (B)(2) 6093250 32279651 38372901 24.57 6772195 32279441 39051636 25.00 0.43

C. Shares held by Custodian for GDRs & ADRs -- -- -- -- -- -- -- -- --

Grand Total (A+B+C) 113771000 42435544 156206544 100.00 123927103 32279441 156206544 100.00

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (a) Category-wise Share Holding (contd.)

Category of Shareholders

No. of Shares held at the beginningof the year [As on 01-April-2017]

No. of Shares held at the end ofthe year [As on 31-March-2018]

% Changeduring

the year


Shares


Shares

33

Shareholder's Name Shareholdingat the beginning of the year

Shareholdingat the end of the year

% Change in

shareholding during

the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 Perpetual Global

Technologies Limited 117833643 75.43 20.54 117154908 75.00 20.66 -0.43

2 *Aloe Environment Fund II -- -- -- -- -- -- --

3 *Green Investment Asia

Sustainability Fund I -- -- -- -- -- -- --

No. of Shares

% of total Shares of

the company

% of Shares Pledged /

encumbered to total shares

b) Shareholding of Promoter-

SN

th*With Effect From 29 June 2017, Aloe Environment Fund II and Green Investment Asia Sustainability Fund have

been reclassified from Promoters and Promoters Group as Public.

c) Change in Promoters' Shareholding (please specify, if there is no change)

34

Name Shareholding Cumulative Shareholding

during the year

No. of Sharesat the

beginning (1-4-17)/end of the year (31-03-18)

ReasonDate

Sr.No.

No. of Shares

% of total shares of the

company

Movement during the year

Increase/Decrease

in shareholding


company

1 PerPETual

Global

Technologies

Limited

2 *Aloe Environment

Fund II

3 *Green Investment Asia

Sustainability

Fund I

11,78,33,643 75.43% 1-4-2017 11,78,33,643 75.43%

31-5-2017 6,78,735 Transferred to a Public Shareholder for achieving minimum public shareholding

11,71,54,908 75.00%

31-3-2018 Closing Balance 11,71,54,908 75.00%

0 0% 1-4-2017

31-03-2018

0 0%

0 0% 1-4-2017

31-03-2018

0 0%

th*With Effect From 29 June 2017, Aloe Environment Fund II and Green Investment Asia Sustainability Fund have been reclassified from Promoters and Promoters Group as Public.


Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the company

1 At the beginning of the year

2 Date wise Increase / Decrease in Director/KMP Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

3 At the end of the year

SN

No. of Shares

% of total shares of the company

e) Shareholding of Directors and Key Managerial Personnel:

------NIL------

35

Name Shareholding Cumulative Shareholding

during the year

No. of Sharesat the beginning (1-4-17)/end of

the year (31-3-18)

ReasonDate

1 Less RPet Ltd. 1,36,49,983 8.74% 1-4-2017/ No movement during 1,36,49,983 8.74%31-3-2018 the year

2 The Trustees Polygenta 1,35,25,000 8.66% 1-4-2017/ No movement during 1,35,25,000 8.66%Stock option Trust 31-3-2018 the year

3 Empower Finance Ltd. 50,00,000 3.20% 1-4-2017/ No movement during 50,00,000 3.20%31-3-2018 the year

4 IFCI Ltd. 28,45,594 1.82% 1-4-2017/ No movement during 28,45,594 1.82%31-3-2018 the year

5 VenturEast Life Fund III 13,25,000 0.85% 1-4-2017 13,25,000 0.85%31-5-2017 6,78,735 Transferred

from Promoter 20,03,735 1.28%

31-3-2018 Closing Balance 20,03,735 1.28%

6 Subodh Maskara 8,04,685 0.52% 1-4-2017/ No movement during 8,04,685 0.52%31-3-2018 the year

7 SL Trading Mauritius Ltd 6,59,378 0.42% 1-4-2017/ No movement during 6,59,378 0.42%31-3-2018 the year

8 SICOM Limited 2,50,000 0.16% 1-4-2017/ No movement during 2,50,000 0.16%31-3-2018 the year

9 Sanosil Biotech Pvt. Ltd. 1,34,340 0.09% 1-4-2017/ No movement during 1,34,340 0.09%31-3-2018 the year

10 Union Bank of India 50,000 0.03% 1-4-2017/ No movement during 50,000 0.03%31-3-2018 the year

Sr.No.

No. of Shares


company

Movement during the year

Increase/Decrease

in shareholding


company

d) Shareholding Pattern of top ten Shareholders:

(other than Directors, Promoters and Holders of GDRs and ADRs):

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

36

Secured Loans excluding deposits

Unsecured Loans

Indebtedness at the beginning of the financial year

i) Principal Amount 163.4 2,629.3 - 2,792.7

ii) Interest due but not paid - 352.6 - 352.6

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 163.4 2,981.9 - 3,145.3

Change in Indebtedness during the financial year

Addition - 340.9 - 340.9

Reduction (19.0) - - (19.0)

Net Change (19.0) 340.9 - 321.9

Indebtedness at the end of the financial year

i) Principal Amount 144.4 2,939.5 - 3,083.9

ii) Interest due but not paid - 383.3 - 383.3

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 144.4 3,322.8 - 3,467.2

Deposits Total Indebtedness

( In Million)`

Particulars


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of the MD/WTD/Manager

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission

- as % of profit

- others, specify…

5 Others, please specify : Professional Fees

Total (A)

Ceiling as per the Act

SN Particulars of Remuneration Total Amount

( In Million)`

Note : The Company does not have any Managing Director, Whole-time director or Manager

-- NIL--

37

1 Independent Directors

Fee for attending Board /

committee meetings 0.30 0.30 0.60

Commission

Others, please specify

Total (1) 0.30 0.30 0.60

2 Other Non-Executive Directors

Fee for attending Board

committee meetings -

Commission

Others, please specify-

Professional Fees 2.40 2.40

Total (2) 2.40 2.40

Total (B)=(1+2) 0.30 0.30 2.40 3.00

Total Managerial Remuneration 3.00

Overall Ceiling as per the Act *See Note below

B. Remuneration to other directors

Name of Directors

Mrs. Sujata Chattopadhyay,

Independent Director

SN Particulars of Remuneration

Total Amount

Mr. GhanshyamKarkera,

Independent Director

Mr. Ramesh Alur, Nominee Director

of Ventur East Life Fund III

*Because the Company is making losses, the Company has paid only sitting fees to the Directors and incurred a payable for fees due to a Director rendering services of a professional nature. The Sitting fees are well below the limits prescribed under Section 197 read with Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ceiling on Managerial Remuneration is not applicable to professional fees paid to director rendering services of a professional nature.

( In Million)`

Mr. MarcLopresto

NILNIL

38

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Type BriefDescription

Details of Penalty / Punishment/ Compounding fees imposed

Section of the Companies Act

Appeal made,if any (give Details)

Authority[RD / NCLT/ COURT]

NILNIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel

CEO(Mr. M N S Rao)

1 Gross salary

(a) Salary as per provisions contained 18.1 2.2 0.8 21.1in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) - - - -Income-tax Act, 1961

(c) Profits in lieu of salary under - - - -section 17(3) Income-tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

others, specify… - - - -

5 Others, please specify - - - -

Total 18.1 2.2 0.8 21.1

SN Particulars of Remuneration Total Amount

CS(Mr.Paresh Damania)

( In Million)`

CFO (Mr.Rakesh Gaikwad)


INDEPENDENT AUDITORS’ REPORT

T O T H E M E M B E R S O F P O L Y G E N T A TECHNOLOGIES LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of POLYGENTA TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2018 and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements”).

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act and relevant rules thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

39

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the Auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018 and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Material uncertainty related to Going Concern:

Without qualifying, we draw attention to note no. 33 of the attached financial statement regarding the financial statements of the Company having been prepared on going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been continuously incurring losses since last six years and its networth

Bagaria & Co. LLPChartered Accountants

01, Stanford, Junction of S V Road & C D Burfiwala Marg,

Andheri (W), Mumbai

stands substantially eroded. These conditions indicate the existence of uncertainty that may cast doubt about the Company’s ability to continue as a going concern.

As explained by the management, due to sub-optimal capacity of the Plant as compared to Industrial Standards, the Company continues to incur losses. However, the Company is evaluating various alternatives to increase the capacity. The Company has entered in to a contract for setting up facility for production of Fully Drawn Yarn, a product with better margin. Also, the Parent has Company confirmed its intention to provide to the Company for the next financial year with the financial, technical and administrative support to the Company’s operations and honor the commitments of the Company.

Accordingly, management believes that it is appropriate to prepare the financial statements on going concern basis. Therefore, the financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and to the amounts of liabilities that might be necessary should the Company be unable to continue its operations as a going concern.

Other Matters

Opening balances have been considered based on the audited financial statements issued by preceding auditors whose un-qualified audit report dated 26th May, 2017 have been furnished to us.

Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraph 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Cash Flows and the Statement of

40

Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Ind AS prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) With respect to other matter to be included in the Auditor's Report in accordance with the Rule 11 of the Companies (Audit and Auditors ) Rules , 2014 , in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements- Refer Note No. 36 to the Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Place: MumbaithDate : 28 May, 2018

For Bagaria & Co. LLPChartered Accountants

Firm Registration No: 113447W/W-100019

Arun BagariaPartner

Membership No: 036732


Annexure “A”

ANNEXURE REFERRED TO IN PARAGRAPH “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE T O T H E M E M B E R S O F P O L Y G E N T A TECHNOLOGIES LIMITED ON IND AS FINANCIAL STATEMENTS

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) According to the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions referred in section 185 and 186 of the Act. Therefore, Para 3 (iv) of the Order is not applicable to the Company.

v) No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules

41

framed thereunder have been accepted by the Company.

vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, Goods and Service taxes and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Duty of Customs, Duty of Excise and Value Add Tax which have not been deposited on account of any dispute.

viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of borrowings to banks, during the year. During the year, the Company has not taken any loans or borrowings from a financial institution or government or issued any debenture.

ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year or in the recent past and has taken term loans which were applied for the purpose for which the loans were obtained.

x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) The Company has not provided or paid any managerial remuneration. Therefore, Para 3 (xi) of the Companies (Auditor’s Report) Order 2016 is not applicable to the Company.

xii) The provisions of Nidhi Company are not applicable

to the Company. Therefore, Para 3 (xii) of the Order is not applicable to the Company.

xiii) According to the information and explanations given to us, the provision of Section 177 and 188 of Act, to the extent applicable, in respect of transactions with the related parties have been complied by the Company and the details have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards in Note No. 39 to the Ind AS Financial Statements.

42

xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, Para 3 (xiv) of the Order is not applicable to the Company.

xv) According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with him under Section 192 of the Act.

xvi) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.




Arun BagariaPartner


“ANNEXURE B”

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of POLYGENTA TECHNOLOGIES

stLIMITED (“the Company”) as of 31 March, 2018 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an


43

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has broadly, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating

steffectively as at 31 March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.




Arun BagariaPartner


Note 1-Apr-16

BALANCE SHEET AS AT 31ST MARCH, 2018(All amounts are in Rs. Mn, unless stated otherwise)

31-Mar-17Particulars

As per our attached report of even date

For and on behalf of the Board of Directors For BAGARIA & CO. LLPChartered Accountants

Vinay Somani


Partner

ChairpersonDIN:2336683

Place: Mumbai Paresh DamaniathDated: 28 May, 2018 Company Secretary

44

I ASSETS1 Non-current Assets

(a) Property, Plant and Equipment 3 1,862.5 1,985.3 2,147.5 (b) Capital work - in - progress 3 - 162.9 162.9 (c) Intangible assets 4 0.8 0.7 0.4 (d) Financial Assets :

Other financial assets 5 0.3 0.5 0.5 (e) Other non - current assets 6 112.2 2.0 3.9

Total Non-Current Assets 1,975.9 2,151.5 2,315.3 2 Current assets

(a) Inventories 7 107.5 118.5 168.5 (b) Financial Assets :

(i) Trade and other receivables 8 68.1 59.4 31.1 (ii) Cash and cash equivalents 9 4.6 12.3 1.9 (iii) Bank Balances Other Than (ii) above 10 - 0.3 0.8 (iv) Other current financial assets 11 0.2 0.2 8.0

(c) Current Tax Assets (Net) 1.6 33.1 34.8 (d) Other current assets 12 127.2 265.4 81.0 Total Current Assets 309.0 489.1 326.0

3 Non-current assets classified as held for sale 13 - - 0.1 TOTAL ASSETS 2,284.9 2,640.6 2,641.4

II EQUITY AND LIABILITIES1 Equity

a) Equity share capital 14 1,562.1 1,562.1 1,460.5 b) Instrument entirely equity in nature 15 3,322.8 3,042.7 1,276.9 c) Other Equity 16 (2,737.6) (2,188.8) (1,912.2)Total Equity 2,147.3 2,416.0 825.3

2 Non-current liabilitiesFinancial Liabilities-Borrowings 17 - - 113.1 Total Non Current Liabilities - - 113.1

3 Current liabilities(a) Financial Liabilities

(i) Borrowings 18 32.2 57.4 88.8 (ii) Trade Payables 19 83.0 73.1 94.3 (iii) Other Financial Liabilities 20 10.1 12.6 1,390.3

(b) Other current liabilities 21 3.9 68.6 120.3 (c) Provisions 22 8.5 13.0 9.3 Total Current Liabilities 137.6 224.6 1,703.0 Total Liabilities 137.6 224.6 1,816.1 TOTAL EQUITY AND LIABILITIES 2,284.9 2,640.6 2,641.4 Significant accounting policies and accompanying notes form an integral part of financial statements 1 to 46

( in million)

M N S RaoCEO

Rakesh GaikwadCFO

31-Mar-18


For the year ended

st31 March, 2018

For the year ended

st31 March, 2017

NoteParticulars

45

I Income

Revenue from Operations 23 619.3 578.4

Other Income 24 18.2 9.8

Total Income 637.6 588.2

II Expenses

Cost of materials consumed 25 493.1 433.1

Changes in inventories of finished goods,

Stock-in-Trade and work-in progress 26 (7.7) 33.0

Excise Duty 18.4 63.9

Manufacturing and Operating Costs 27 154.2 158.3

Employee benefits expense 28 143.0 140.2

Finance costs 29 15.2 45.8

Depreciation and amortization expense 30 151.0 152.2

Other expenses 31 57.6 60.8

Total expenses 1,025.0 1,087.3

III Profit / (loss) before exceptional items and tax (387.4) (499.0)

IV Exceptional Items

Impairment Loss on Capital Work In Progress (162.9) -

Subsidies/Incentives related to Mega Project (Other Operating Income ) - 228.5

Reversal of Input Credit for earlier years - (4.9)

V Profit / (loss) before tax (550.3) (275.5)

VI Tax Expenses

Current tax - -

Deferred tax charge/(credit) - -

VII Profit/(Loss) for the period (550.3) (275.5)

VIIIOther Comprehensive Income

Items that will not be reclassified to profit or loss

Remeasurements of net defined benefit plans 1.5 (1.2)

Tax Impact Charge/(credit) on Remeasurements

of net defined benefit plans - -

Other Comprehensive Income 1.5 (1.2)

IX Total Comprehensive Income for the year (VII + VIII) (548.8) (276.6)

X Earnings per equity share of Rs. 10 each

Before Exceptional Item (Basic & Diluted) (2.48) (3.28)

After Exceptional Item (Basic & Diluted) (3.52) (1.81)

Significant accounting policies and accompanying notes form an

integral part of financial statements 1 to 46

( in million)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018(All amounts are in Rs. Mn, unless stated otherwise)



Vinay Somani


Partner


Place: Mumbai Paresh DamaniathDated: 28 May, 2018 Company Secretary M N S RaoCEO

Rakesh GaikwadCFO

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

For the year endedst31 March 2018

For the year endedst31 March 2017Particulars

46

CASH FLOW FROM OPERATING ACTIVITIES

Net (Loss) Before Taxation and after Exceptional Items (550.3) (275.5)

Adjustment for :

Depreciation / amortization 151.0 152.2

Interest and other charges 15.2 45.9

Interest Income (6.7) (8.2)

Provision for Doubtful Debts / Bad Debts 0.5 0.2

Provision no longer required written back (2.6) (0.1)

Mega Project Incentive - (228.5)

Impairment Loss on Capital Work In Progress 162.9 -

Loss on Sale of Fixed Assets - 0.0

Reversal of Input Credit for earlier years - 4.9

Exchange loss / (Gain) unrealized (0.6) (0.2)

Operating Loss before Working Capital Changes (230.6) (309.2)

(Includes current & non Current items)

(Increase) / decrease in Inventories 1.5 50.0

(Increase) / decrease in Trade Receivable (8.8) (24.0)

(Increase) / decrease in Other Current / Non Current Assets 62.7 46.8

Increase / (decrease) in Trade Payables 13.6 (21.4)

Increase / (decrease) in Other Liabilities (74.5) (49.2)

Cash Generated from Operations (236.0) (307.0)

Taxes paid (Net of refund) (0.3) (0.5)

Net Cash Flow (used in)/from Operating Activities (A) (236.3) (307.5)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (Including CWIP and capital advance) (18.9) (4.9)

Interest received 6.7 8.2

Net Cash Flow (used in) / from Investing Activities (B) (12.2) 3.3

CASH FLOW FROM FINANCING ACTIVITIES (refer note no. 43)

Instrument entirely equity in nature 281.6 367.8

Increase / (decrease) in short-term borrowings (25.2) (31.4)

Interest paid (15.9) (22.3)

Net Cash (used in) / from Financing Activities (C) 240.5 314.1

Net increase / (decrease) in cash and cash equivalents (A+B+C) (8.0) 9.9

Cash and cash equivalents at beginning of the year 12.6 2.7

Cash and cash equivalents at end of the year 4.6 12.6

Net increase / (decrease) in cash and cash equivalents (8.0) 9.9

Significant accounting policies and accompanying notes

form an integral part of financial statements 1 to 46

Note:

The above cash flow statement has been prepared by using the indirect method as per Indian Accounting Standard (Ind AS) 7-

Statement of Cash Flows.

( in million)



Vinay Somani


Partner



Rakesh GaikwadCFO


Statement of Changes in Equity for the year ended 31st March, 2018

47

( in million)(All amounts are in Rs. Mn, unless stated otherwise)

a EQUITY SHARE CAPITAL

Particulars Notes Amount

As at 1st April 2016 15 1,562.1

Changes in Equity Share Capital -

As at 31st March 2017 15 1,562.1

Changes in Equity Share Capital -

As at 31st March 2018 15 1,562.1

b INSTRUMENTS ENTIRELY EQUITY IN NATURE

Particulars Notes Compulsory Convertible Preference Shares

Borrowing Total

As at 1st April 2016 14 101.6 1,175.4 1,276.9

Changes in Instrument entirely equity in nature (101.6) 1,867.4 1,765.8

As at 31st March 2017 14 - 3,042.7 3,042.7

Changes in Instrument entirely equity in nature - 280.1 280.1

As at 31st March 2018 14 - 3,322.8 3,322.8

c OTHER EQUITY

Particulars Notes

Balance as at 1st April, 2016 16 1,178.8 (3,091.0) - (1,912.2)

Profit for the year (275.5) - (275.5)Other Comprehensive Income for the year (1.2) (1.2)

Balance as at 31st March, 2017 16 1,178.8 (3,366.4) (1.2) (2,188.8)

Balance as at 1st April, 2017 1,178.8 (3,366.4) (1.2) (2,188.8)

Profit for the year (550.3) - (550.3)

Other Comprehensive Income for the year 1.5 1.5

Balance as at 31st March, 2018 16 1,178.8 (3,916.8) 0.4 (2,737.6)

Significant accounting policies and accompanying notes form an integral part of financial statements 1 to 46

Reserves and Surplus Items of other comprehensive

income

Total

Securities Premium Reserve

Retained Earnings

Actuarial gain/ (loss) on defined benefit liabilities /(assets)

Other Equity



Vinay Somani


Partner



Rakesh GaikwadCFO

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

(All amounts are in Rs. Mn, unless stated otherwise)

48

1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES :

I. Background and Operations

Polygenta Technologies Limited (‘PTL’ or ‘the Company’), is engaged in the business of manufacturing sustainable polyester filament yarn by recycling post consumer PET flakes using a break-through recycling technology (the ReNEW process). The polyester yarn products made by Polygenta using the ReNEW process are sold for various applications in the fields of apparel, denim, home furnishings, floor coverings, and industrial applications..

II. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS balance Sheet as at 1st April, 2016 being the date of transition to Ind AS.

All assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

Transactions and balances with values below the rounding off norm adopted by the Company have been reflected as “0.00” in the relevant notes in these financial statements. Due to rounding off, the numbers presented throughout the financial statement may not add up precisely to the totals and percentages may not precisely reflect the absolute figures.

III. Significant accounting policies

(a) Basis of preparation of Financial Statements

(i) Compliance with Ind AS

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with of the Companies (Indian Accounting standards) Rules,2015 and other relevant provisions of the Act.

These financial statements for the year ended 31st March 2018 are the first financials with comparatives prepared under Ind AS. For all previous periods including the year ended 31st March 2017, the company prepared its financial statements in accordance with the accounting standards notified under companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the act (hereinafter referred to as 'Previous GAAP') used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at 1st April, 2016 being the date of transition to Ind AS.

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

1) assets held for sale - measured at fair value less cost to sell;

2) defined benefit plans - plan assets measured at fair value;

(iii) Current non-current classification

All assets and liabilities have been classified as current or non-current as per the company’s normal operating cycle (twelve months)and other criteria set out in the Schedule III to the Companies Act, 2013.


49

(b) Use of estimates and judgments

The estimates and judgments used in the preparation of the financial statements are continuously evaluated by the company and are based on historical experience and various other assumptions and factors (including expectations of future events) that the company believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognised in the period in which the results are known/materialised.

The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

The estimates and judgments that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:

i. Contingent Liabilities and Contingent Assets

Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent Assets: Contingent Assets are neither recognised or disclosed in the financial statements.

ii. Measurement of defined benefit obligations

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis. The assumptions used in determining the net interest cost/(income) for defined benefit plans include the discount rate. Any changes in these assumptions will impact the carrying amount of defined benefit obligations.

(c) Property, plant and equipment

Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost less depreciation and impairment, if any. Cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

Transition to Ind AS

On transition to Ind AS, company has elected to continue with the carrying value of all of its property , plant and equipment recognised as at 1 April, 2016, measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a Straight Line Method, over the estimated useful lives of assets. Leasehold land is amortised over of period lease. Leasehold improvements are amortised over the period of lease or estimated useful lives which ever is lower.

The company depreciates its property, plant and equipment over the useful life in the manner prescribed in Schedule II of the Act, and management believe that useful lives of assets are same as those prescribed in schedule II of the Act, except for plant and machinery which based on an independent technical evaluation has been estimated as 18 years from the date of acquisition (on a single shift basis), which is different from that prescribed in Schedule II of the Act.



50

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

(d) Intangible assets

Computer software

Computer software are stated at cost, less accumulated amortisation and impairments, if any.

Amortisation method

The Company amortizes computer software with a useful life using the straight-line method over the period of 6 years from the date of acquisition.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

Transition to Ind AS

On transition to Ind AS the company has elected to continue with the carrying value of all of intangible assets recognised as at 1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.

(e) Lease

As a

Operating Lease

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the company as lessee are classified as operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor's expected inflationary cost increases.

(f) Cash and Cash Equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

(g) Trade receivables

Trade receivables are recognised at the value of sales less allowance for bad and doubtful debts and expected credit loss.

(h) Inventories

Inventories of Raw Materials, Work-in-Progress, Stores and spares, Finished Goods and Stock-in-trade are stated 'at cost or net realisable value, whichever is lower'. Cost comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost formula used is 'Weighted Average cost'. Due allowance is estimated and made for defective and obsolete items, wherever necessary, based on the past experience of the Company.

(i) Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories:

* those to be measured subsequently at fair value (either through other comprehensive income, or through the Statement of Profit and Loss), and

Lessee




51

* those measured at amortised cost.

The classification depends on the company's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in the Statement of Profit and Loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

(ii) Measurement

At initial recognition, the company measures a financial asset at its fair value . Transaction costs of financial assets carried at fair value through the Statement of Profit and Loss are expensed in the Statement of Profit and Loss.

Debt instruments:

Subsequent measurement of debt instruments depends on the company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

* Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in other income using the effective interest rate method.

* Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest revenue which are recognised in the Statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to the Statement of Profit and Loss and recognised in other income/expense. Interest income from these financial assets is included in other income using the effective interest rate method.

* Fair value through profit and loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through Statement of Profit and Loss. Interest income from these financial assets is included in other income.

Equity instruments:

The company subsequently measures all equity investments at fair value. Where the Company's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to the Statement of Profit and Loss. Dividends from such investments are recognised in the Statement of Profit and Loss as other income when the Company's right to receive payments is established.

(iii) Impairment of financial assets

The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(j) Derivative financial instruments

Derivative financial instruments such as forward currency contracts, option contract and cross currency swap, to hedge its foreign currency risks are initially recognised at fair value on the date a derivative



52

contract is entered into and are subsequently re-measured at their fair value with changes in fair value recognised in the Statement of Profit and Loss in the period when they arise.

(k) Borrowings

Borrowings are initially recognised at net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Statement of Profit and Loss over the period of the borrowings using the effective interest method.

(l) Borrowing costs

Interest and other borrowing costs attributable to qualifying assets are capitalised. Other interest and borrowing costs are charged to revenue.

(m) Provisions and contingent liabilities

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confirmed by the occurrence or non occurrence of one or more uncertain future events.

(n) Revenue recognition

Revenue is measured at the value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, rebates, discounts, loyalty discount, value added taxes and amounts collected on behalf of third parties.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the company and specific criteria have been met for each of the company's activities as described below.

Sale of goods -

Sales are recognised when substantial risk and rewards of ownership are transferred to customer, in case of domestic sales take place when goods are dispatched or delivery in handed over to transporter, in case of export sales place when goods are shipped on-board based on bill of lading.

Other operating revenue - Export incentives -

Export Incentives under the, “Duty Draw back Scheme” , etc. is accounted in the year of export.

(o) Employee benefits

Defined Contribution Plans such as Provident Fund etc., are charged to the Profit and Loss Account as incurred.

Defined Benefit Plans - The present value of the obligation under such plan, is determined based on an actuarial valuation using the Projected Unit Credit Method. Actuarial gains and losses arising on such valuation are recognised immediately in the Profit and Loss Account. In case of funded defined benefit plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. The Company has an obligation to make good the shortfall, if any.

Other Long term Employee Benefits are recognised in the same manner as Defined Benefit Plans.




53

Termination benefits are recognised as and when incurred. However, the termination benefits which fall due more than twelve months after the Balance Sheet date are discounted using the yield on Government Bonds.

(p) Foreign currency transactions

Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction dates. Realised gains and losses on settlement of foreign currency transactions are recognised in the Statement of Profit and Loss.

Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates and the resultant exchange differences are recognised in the Statement of Profit and Loss.

(q) Income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are excepted to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are off set where the company has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively

Minimum Alternate Tax credit is recognised as deferred tax asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the company will pay normal income tax during the specified period.

(r) Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the company

- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

-the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and



54

-the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(s) Government Grants:

Grants received against specific fixed assets are adjusted to the cost of the assets and those in the nature of promoters’ contribution are credited to capital reserve. Revenue Grants are recognised in the Profit and Loss Account in accordance with the related scheme and in the period in which these are accrued.

(t) New standards and interpretations not yet adopted

Ind AS 115 Revenue from Contracts with Customers:

Ind AS 115, Revenue from Contracts with Customers was initially notified under the Companies (Indian Accounting Standards) Rules, 2015.

The standard applies to contracts with customers. The core principle of the new standard is that an entity should recognize revenue to depict transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about the nature, timing and uncertainty of revenues and cash flows arising from the entity’s contracts with customers. The new standard offers a range of transition options. An entity can choose to apply the new standard to its historical transactions - and retrospectively adjust each comparative period. Alternatively, an entity can recognize the cumulative effect of applying the new standard at the date of initial application and make no adjustments to its comparative information. The chosen transition option can have a significant effect on revenue trends in the financial statements. A change in the timing of revenue recognition may require a corresponding change in the timing of recognition of related costs.

Amendment to Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, Ministry of Corporate Affairs ("MCA") has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 effective from April 1, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The above standard is applicable from 1st April 2018 i.e. Financial Year 2018-19 and not expected to have any significant impact on the Company’s Financial Statements.




55

2 First-time adoption of Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April, 2017, with a transition date of 1st April, 2016. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements for the year ended 31st March, 2018, be applied retrospectively and consistently for all financial years presented. However, in preparing these Ind AS financial statements, the Company has availed of certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity).

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A. Optional Exemptions

(a) Deemed Cost

The Company has opted para D7 AA and accordingly considered the carrying value of property, plant and equipments and Intangible assets as deemed cost as at transition date.

(b) Designation of previously recognised financial instruments

"Ind AS 101 allows an entity to designate financial instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.The group has elected to apply this exemption for its investment in equity Investments."

B. Mandatory Exceptions

(a) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies).

"Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Group made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at FVPL or FVOCI;

- Impairment of financial assets based on simplified approach.

(b) Classification and measurement of financial liability

Ind AS 101 requires an entity to assess classification and measurement of financial liability (CCPS and ECB) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Transition to Ind AS - Reconciliations

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

I. Reconciliation of Balance sheet as at April 1, 2016 (Transition Date)

II. A. Reconciliation of Balance sheet as at March 31, 2017

B. Reconciliation of Statement of total Comprehensive Income for the year ended March 31, 2017.

III. A. Reconciliation of Equity as at April 1, 2016 and March 31, 2017



56

B. Reconciliation of Profit and Loss for year ended March 31, 2017 .

The presentation requirements under Previous GAAP differs from Ind AS and hence Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.

I. Reconciliation of Balance sheet as at April 1, 2016



Note No.

Previous GAAP

Ind AS adjustments / Regrouping

Ind AS

ASSETSNon-current assetsProperty, Plant and Equipment 2,147.5 - 2,147.5 Capital work-in-progress 162.9 - 162.9 Intangible assets 0.4 - 0.4 Financial Assets

Long - term loans and advances F 81.2 (81.2) - Other financial assets 0.5 0.5

Other non-current assets C 71.7 (67.8) 3.9 Current assets - - -Inventories 168.5 - 168.5 Financial Assets -

Trade receivables 31.1 - 31.1 Cash and cash equivalents G 93.9 (92.0) 1.9 Other Bank Balance 0.8 0.8 Short Term Loans and Advances 6.7 (6.7)Other Current financial assets 40.3 (32.3) 8.0

Current Tax Assets (Net) - 34.8 34.8 Other current assets F - 81.0 81.0 Non-current assets classified as held for sale 0.1 - 0.1

TOTAL ASSETS 2,804.3 (162.9) 2,641.4

EQUITY AND LIABILITIESEquityEquity Share capital 1,562.1 (101.6) 1,460.5 Instrument entirely equity in nature A - 1,276.9 1,276.9 Other Equity (1,929.8) 17.7 (1,912.2)

LIABILITIES

Non-current liabilitiesFinancial liabilitiesLong - term borrowings A 1,377.9 (1,264.8) 113.1 Current liabilitiesFinancial LiabilitiesShort Term Borrowings G 180.0 (91.2) 88.8 Trade payables 81.7 12.6 94.3 Other financial liabilities - 1,390.3 1,390.3 Other current liabilities 1,523.2 (1,402.9) 120.3 Provisions 9.3 - 9.3 TOTAL EQUITY AND LIABILITIES 2,804.3 (162.9) 2,641.4


ASSETS

Non-current assets

Property, Plant and Equipment B 1,909.1 76.2 1,985.3

Capital work-in-progress 162.9 - 162.9

Intangible assets 0.7 0.0 0.7

Financial Assets -

Long - term loans and advances 4.0 (4.0) -

Other financial assets 0.5 0.5

Other non-current assets I 242.2 (240.2) 2.0

Current assets -

Inventories 118.5 - 118.5

Financial Assets -

Trade receivables 59.4 - 59.4

Cash and cash equivalents G 118.3 (106.0) 12.3

Bank Balance other than above 0.3 0.3

Short Term Loans and Advances 33.0 (33.0)

Other financial assets 0.2 0.2

Current Tax Assets (Net) 33.1 33.1

Other current assets I 35.2 230.2 265.4

TOTAL 2,683.3 (42.7) 2,640.6

EQUITY AND LIABILITIES

Equity

Equity Share capital 1,562.1 - 1,562.1

Instrument entirely equity in nature A - 3,042.7 3,042.7

Other Equity (2,191.3) 2.5 (2,188.8)

LIABILITIES

Non-current liabilities

Financial liabilities

Long - term borrowings A 2,282.9 (2,282.9) -

Other non-current liabilities C 352.6 (352.6) -

Current liabilities

Financial Liabilities

Short Term Borrowings G 163.4 (106.0) 57.4

Trade payables 69.7 3.4 73.1

Other financial liabilities 12.6 12.6

Other current liabilities A 431.0 (362.4) 68.6

Provisions 13.0 - 13.0

TOTAL 2,683.3 (42.7) 2,640.6

57



Note No.

Regrouped Previous

GAAP


Ind AS

II.A.Reconciliation of Balance Sheet as at March 31, 2017

Revenue from Operations D 505.5 72.8 578.4 Other Income 18.7 (8.9) 9.8

Total 524.3 (63.9) 588.2

ExpensesCost of materials consumed 433.1 - 433.1 Changes in inventories of finished goods and work-in progress 33.0 - 33.0 Excise Duty D - 63.9 63.9 Manufacturing and Operating Costs 149.0 9.3 158.3 Employee benefits expense E 141.4 (1.2) 140.2 Finance costs C 15.1 30.7 45.8 Depreciation and amortization expense B 151.4 0.7 152.2 Other expenses C 86.4 (25.6) 60.8

Total 1,009.3 77.9 1,087.3

Profit before exceptional items and tax (485.0) (14.0) (499.0)Exceptional ItemsSubsidies/Incentives related to Mega Project 228.5 - 228.5 Reversal of Input Credit for earlier years (4.9) - (4.9)

Profit before tax (261.5) (14.0) (275.5)

Tax expenseCurrent tax - - - Deferred tax (net) - - -

Profit for the year (A) (261.5) (14.0) (275.5)

Other Comprehensive IncomeItems that will not be reclassified to profit or lossRemeasurements of net defined benefit plans E - 1.2 (1.2)Taxes on above - - - Other Comprehensive Income for the year (B) - 1.2 (1.2)

Total Comprehensive Income for the year (A+B) (261.5) (12.8) (276.6)

58



Note No.

Regrouped Previous

GAAP


Ind AS

II.B.Reconciliation of Statement of Profit and Loss for the year ended March 31, 2017


59



Note No.

31st March, 2017

1st April, 2016

Total equity under GAAP (629.2) (367.8)

Adjustments impact: Gain/ (Loss)Instrument entirely equity in nature A 3,042.7 1,175.4 Reversal of amortised foreign exchange gain / (loss) on borrowings C 33.9 17.7 Reversal of Depreciation on foreign exchange gain / (loss) on ECB B (0.7) - Reversal of foreign exchange gain / (loss) on ECB Interest C (30.7) - Total IND AS adjustment 3,045.2 1,193.0

Total equity under Ind AS 2,416.0 825.3

III A Reconciliation of Equity

Particulars

Note No.

31st March, 2017

Profit after tax under local GAAP (261.5)Adjustments Gain/ (Loss)Reversal of amortised foreign exchange gain / (loss) on borrowings C 16.2 Reversal of Depreciation on foreign exchange gain / (loss) on ECB B (0.7)Reversal of foreign exchange gain / (loss) on ECB Interest C (30.7)

Total profit under Ind AS (276.6)

III B Reconciliation of Profit and Loss Statement.

Particulars

The following explains the material adjustments made while transition from previous accounting standards to IND AS,

Notes to first time adoption

A Instrument entirely equity in nature

i. Rs. 1543.2 Mn as on 31st March 2017 and Rs. 1,175.4 Mn as on 1st April 2016 is pertaining to External Commercial Borrowings (ECBs) from parent company (PGTL).

ii. The Company had entered into External Commercial Borrowing (ECB) of Rs. 1,116.3 Mn with Swedfund International AB (Swedfund) and Finnish Fund for International Co-operation Ltd. (Finnfund). The said ECBs of Rs. 1,116.3 along with outstanding interest of Rs. 383.3 Mn has been taken over by PGTL vide tri party agreement dated 1st September 2016.The parent Company waived interest on ECBs (i & ii as above) till 30th Sept 2018. As per the mutual communications with the parent company, the Company expects to receive the further interest waiver and reschedulements of ECBs and also, the parent company has indicated their intention to convert the ECBs into Equity in long term.Considering the above fact, As per IND AS requirements, the said ECBs have been recognised as Instrument entirely equity in nature.

iii. As per IND AS requirements, Compulsory Convertible Preference Shares of Rs. 101.6 Mn as on 1st April 2016 has been recognised as Instrument entirely equity in nature."

B Reversal of capitalised Exchange Gain / (loss) on ECBs

Since the ECBs are considered as equity (refer A above), henceforth, there is no need to restate the ECBs. Therefore, the capitalised exchange gain / (loss) till 31st March 2017 has been reversed and accordingly depreciation on said exchange gain / (loss) has also been reversed.

60



C Amortization of Foreign Currency Monetary Item Translation Difference Account

Since the ECBs are considered as equity (refer A above), henceforth, there is no need to restate the ECBs. Therefore, the Foreign Currency Monetary Item Translation Difference Account was amortised over the period of ECBs, the same has been reversed.

D Discount

Under previous GAAP, the Company had recognised revenue net of trade discounts, excise and sales taxes. Under Ind AS, the Company has recognised revenue at fair value of consideration received or receivable and inclusive of excise duty. Any sales incentive, cash discounts or rebates in any form,if any, given to customers have been considered as reduction from revenue.

E Defined benefit liabilities:

Under previous GAAP, cost relating to post employment benefits/ obligations including acturial gain/ losses were recognized in Profit & loss A/c. As per Ind AS requirements, acturial gain/ losses under net defined benefit liability are recognized in other comprehensive income instead of Profit & loss A/c.

F Long - term loans and advances / Other Current Assets :

Long - term loans & advances include Rs. 73.6 Mn as on 1st April 2016 pertains to balance with government authorities have been regrouped under Other Current Assets in Ind AS Financial Statements.

G Cash and cash equivalents / short term borrowings

Cash and cash equivalents include Rs. 91.2 Mn as on 1st April 2016 and Rs. 106.0 Mn as on 31st March 2017 pertains to Fixed Deposits have been netted off with short term borrowings in Ind AS Financial Statements.

H Other financial liabilities / Other current liabilities

Other current Liabilities include Rs. 1390.3 Mn as on 1st April 2016 pertains to current maturity of ECB and Interest on ECB and short term borrowing have been regrouped under Other financial liabilities in Ind AS Financial Statements.

I Other non-current assets / Other current assets

Other non-current assets include Rs. 229.4 Mn as on 31st March, 2017 pertains to Mega Project Refund has been regrouped under Other current assets in Ind AS Financial Statements.


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61

62



ComputerSoftware

Gross Carrying AmountAs at 1st April 2017 0.8 Additions 0.3 Capitalised - As at 31st March 2018 1.1 Accumulated AmortisationAs at 1st April 2017 0.1 Amortisation charge for the year 0.1 As at 31st March 2018 0.3 Net Carrying AmountAs at 1st April 2017 0.7 As at 31st March 2018 0.8

4 Intangible assets

Particulars

ComputerSoftware

Gross Carrying AmountAs at 1st April 2016 0.4 Additions 0.4 As at 31st March 2017 0.8 Accumulated AmortisationAs at 1st April 2016 - Amortisation charge for the year 0.1 As at 31st March 2017 0.1 Net Carrying AmountAs at 1st April 2016 0.4 As at 31st March 2017 0.7

Particulars

Non-current Security Deposits of Govrnment Departments and Others 0.3 0.5 0.5

Total 0.3 0.5 0.5

Particulars

5 Other Financial Assets - Non Current

31-Mar-18 31-Mar-17 1-Apr-16

Capital advances 85.2 4.4 3.9 Less: Provision for Doubtful Capital Advances (3.8) (4.4) - Prepaid Expenses 1.4 2.04 - Mega Project Refund Receivables 29.4 - -

Total 112.2 2.0 3.9

Particulars

6 Other non - current assets

31-Mar-1731-Mar-18 1-Apr-16


63



Raw Materials 11.7 19.2 12.8 Work-in-progress 13.4 25.6 34.3 Finished goods 42.9 25.5 54.8 Packing Materials 2.8 1.8 10.0 Stores and Spares 36.6 46.4 56.5

Total 107.5 118.5 168.5

Refer Note 38 for the details in respect of inventories hypothecated/mortgaged as security for borrowings.

Particulars

7 Inventories

1-Apr-1631-Mar-1731-Mar-18

Unsecured Considered Good 68.1 59.4 31.1 Unsecured Considered doubtful 3.3 2.9 2.8 Less: Allowance for bad and doubtful debts (3.3) (2.9) (2.8)

Total 68.1 59.4 31.1 (Refer Note 38 for Trade Receivables offered as security, Note 41(ii) for Currency Risk and Note 41(iii) for Credit Risk)

Particulars

8 Trade receivables

1-Apr-1631-Mar-1731-Mar-18

Balances with Banks - In current accounts 4.5 12.2 1.8 Cash on hand 0.1 0.1 0.0

Total 4.6 12.3 1.9

Particulars

9 Cash and cash equivalents

1-Apr-1631-Mar-1731-Mar-18

Term deposits with original maturity of less than12 months - 0.3 0.8

Total - 0.3 0.8

Particulars

10 Other Bank Balances

1-Apr-1631-Mar-1731-Mar-18

Security Deposit 0.2 0.2 0.2 Interest Accrued on Fixed Deposit - - 7.8

Total 0.2 0.2 8.0

Particulars

11 Other financial assets - Current

1-Apr-1631-Mar-1731-Mar-18

64



Export benefit receivables 0.2 0.5 0.1 VAT Credit Receivable 4.5 3.3 10.8 Mega Project Refund Receivable 80.8 229.4 - Balances with Customs,Excise,etc 39.6 29.7 64.8 Advances to Suppliers 0.9 2.1 4.7 Advances to Staff 0.0 0.0 0.1 Prepaid expenses 1.1 0.6 0.5

Total 127.2 265.4 81.0

Particulars

12 Other current assets

1-Apr-1631-Mar-1731-Mar-18

Plant & Machinery - - 0.1

Total - - 0.1

Particulars

13 Non-current assets classified as held for sale

31-Mar-1831-Mar-1731-Mar-18

AuthorisedEquity shares, of Rs.10 each 1,600.0 1,600.0 1,600.0 160,000,000 Nos. (31st March 17 - 160,000,000 Nos. & 1st April 16 - 160,000,000 Nos.)

Preference shares, of Rs.10 each 300.0 300.0 300.0 30,000,000 Nos (31st March 17 - 30,000,000 Nos. & 1st April 16 - 30,000,000 Nos.)

Issued, subscribed and fully paid upEquity shares, of Rs.10 each 1,562.1 1,562.1 1,460.5 156,206,544 Nos. (31st March 17 156,206,544 Nos. & 1st April 16 - 146,050,651 Nos.)

1,562.1 1,562.1 1,460.5

Particulars

14 a) Equity Share capital

1-Apr-1631-Mar-1731-Mar-18

i) Equity shares having a par value of Rs.10, Each holder of equity shares is entitled to one vote per share.ii) The Company declares and pays dividends in Indian rupees. In the event of dividend being declared by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.iii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amount in proportion to their shareholding.iv) Some of the equity Shares held by PerPETual Global Technologies Limited (PGTL) & Ventureast Life Fund III are subject to lock-in as per SEBI (ICDR) regulations.

14 b) Rights of Equity Shareholders


Equity Shares :Balance as at the beginning of the year 15,62,06,544 1,562.1 14,60,50,651 1,460.5 Add: Shares issued during the year - - - - Add: CCPS (PGTL) Converted in Equity - July 2016 - - 1,01,55,893 101.6 Less: Shares bought back during the year - - - - Balance as at the end of the year 15,62,06,544 1,562.1 15,62,06,544 1,562.1 Preference Shares :Balance as at the beginning of the year - - 1,01,55,893 101.6 Add: Shares issued during the year - - - - Less : Conversion of Preference share into Equity shares. - - 1,01,55,893 101.6 Balance as at the end of the year - - - -

Particulars

14 c) Reconciliation of number of shares

31-Mar-1731-Mar-18

Number of shares

Rs. In Millions

Rs. In Millions

Number of shares



PerPETual Global Technologies Limited (PGTL) Equity Shares 11,71,54,908 11,78,33,643 8,06,77,750 Preference Shares - - 1,01,55,893

Particulars

14 d) Shares held by Parent

As at 1st April, 2016

As at 31st March, 2017


Equity Shares:

PerPETual Global Technologies Limited 11,71,54,908 11,78,33,643 8,06,77,750

75.0% 75.4% 55.2%

Aloe Environment Fund II - - 1,93,63,636

13.3%

Green Investment Asia Sustainability Fund I - - 76,36,364

5.2%

Less RPET Ltd. 1,36,49,983 1,36,49,983 1,36,49,983

8.7% 8.7% 9.3%

The Trustees, Polygenta Stock Option Trust 1,35,25,000 1,35,25,000 1,35,25,000

8.7% 8.7% 9.3%

Compulsory Convertible Preference Shares:

PerPETual Global Technologies Limited - - 1,01,55,893

100.0%

Particulars

e) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company




65

15 Instruments Entirely Equity In Nature

Compulsory Convertible Preference Shares - - 101.6 External Commercial Borrowings From Holding Company 3,322.8 3,042.7 1,175.4

Total 3,322.8 3,042.7 1,276.9

Particulars 1-Apr-1631-Mar-1731-Mar-18

16 Other Equity

Securities premium account* 1,178.8 1,178.8 1,178.8 Retained Earnings (3,916.8) (3,366.4) (3,091.0)Items of other comprehensive income 0.4 (1.2) -

Total (2,737.6) (2,188.8) (1,912.2)


*The amount received in excess of face value on issue of shares is recognised in Securities Premium

17 Non Current Financial Liabilities - Borrowings

Secured External Commercial Borrowings From SwedFund &

Finnfund - - 113.1 (Refer Note A of notes to first time adoption of IND AS)

Total - - 113.1


18 Current Financial Liabilities - Borrowings

Secured From Banks (Repayable on demand) 9.75% Cash Credit Facility from Bank

(31st March 17 - 10.40% & 1st April 16 - 10.80%) 56.4 75.4 92.0 7.55% Overdraft from Bank

( 31st March17 - 9.15% & 1st April 16 - 11.70% ) 88.0 88.0 88.0 Fixed Deposit with Ratnakar Bank (112.2) (106.0) (91.2)

Total 32.2 57.4 88.8


19 Trade Payables

Due to creditors other than micro enterprises and small enterprises 71.9 69.7 81.7 Employees Dues 11.1 3.4 12.6

Total 83.0 73.1 94.3




66




The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

1) Principal amount due and remaining unpaid - - - 2) Interest due on above and the unpaid interest - - - 3) Interest paid - - - 4) Payment made beyond the appointed day during

the year - - - 5) Interest due and payable for the period of delay - - - 6) Interest accrued and remaining unpaid - - - 7) Amount of further interest remaining due and payable

in succeeding years - - -


20 Other financial liabilities

Current maturities of long-term debt - - 113.1 Interest Accrued and Due on Long Term Borrowings - - 347.9 Interest Accrued but not Due on Long Term Borrowings - - 9.8 Interest Accrued and Due on Short Term Borrowings 0.6 - 2.1 Overdue External Commercial Borrowings - - 904.7 (Refer Note A of notes to first time adoption of IND AS)Other payables Towards Capital Expenditure 9.4 12.6 12.7

Total 10.1 12.6 1,390.3


21 Other Current liabilities

Advance from customers Holding Company - 62.4 110.1 Others 0.5 0.4 0.0 Statutory Dues 3.3 5.7 10.2

Total 3.9 68.6 120.3


22 Provisions

Provision for employee benefits :Provision for Gratuity 4.3 8.5 5.3 Provision for Compensated Absences 4.2 4.5 4.0

Total 8.5 13.0 9.3

Particulars 31-Mar-1831-Mar-1731-Mar-18

67



23 Revenue from Operations

Sales of Goods - Manufactured goods 605.3 569.5 Other operating revenue(i) Export Incentives, etc 4.0 2.9 (ii) Process waste sale 4.6 6.0 (iii) Mega Project Incentives 5.5 -

Total 619.3 578.4

Particulars For the year ended31st Mar, 2017

For the year ended31st Mar, 2018

24 Other income

Interest income 6.7 8.2 Interest on income tax refund 5.4 - Provision no longer required, written back 2.6 0.1 Other non-operating income 3.5 1.5

Total 18.2 9.8



25 Cost of materials consumed

Raw Materials consumed 431.0 356.0 Packing Materials consumed 33.0 34.6 Consumables & Spares consumed 20.6 31.8 Freight Inward 8.5 10.7

Total 493.1 433.1



26 Changes in inventories of finished goods (including stock-in-trade) and work-in-progress

Opening inventoriesFinished goods 25.5 52.9 Work-in-progress 25.6 34.3

Closing inventoriesFinished goods 42.9 25.5 Work-in-progress 13.4 25.6

Excise duty on increase/ (decrease) of finished goods (2.5) (3.2)

Total (7.7) 33.0



68




27 Manufacturing and Operating Costs

Power and Fuel 147.5 149.0 Repairs to Buildings 1.1 1.4 Repairs to Machinery 5.5 7.6 Machine Hire Charges 0.1 0.3

Total 154.2 158.3



28 Employee benefits expense

Salaries and wages 128.1 121.4 Contribution to provident funds and other funds 5.2 5.2 Defined benefit plan expense 3.1 7.3 Workmen and Staff welfare expenses 6.6 6.3

Total 143.0 140.2



29 Finance costs

Interest expense on ECB Loan - 25.7 Interest expense on short term borrowings 13.4 18.8 Exchange differences regarded as an adjustment toborrowing costs - (0.1)Other borrowing costs 1.9 1.3

Total 15.2 45.8



30 Depreciation and amortization expense

Depreciation on Property, Plant and Equipment 150.9 152.1 Amortization on Intangible assets 0.1 0.1

Total 151.0 152.2



69



31 Other expenses

Repairs & Maintenance Others 0.9 1.7 Insurance 1.6 1.3 Rent 1.2 1.5 Rates and Taxes 4.2 4.8 Auditors' Remuneration 1.0 0.9 Legal and Professional Expenses 20.1 20.3 Bad Debts written off 0.1 0.1 Provision for doubtful Debts 0.4 0.1 Provision for Advances - 3.8 Commission to selling agents 3.8 4.5 Freight 10.1 9.2 Travelling & Conveyance 5.9 7.0 Security Service Charges 4.9 4.5 Telephone / IT Expenses 0.9 1.2 Postage & Courier 0.2 0.2 Gain on Foreign Exchange 0.2 (1.8)Miscellaneous Expenses 2.3 1.5

Total 57.6 60.8



32 Income Taxes

Tax expense recognized in the Statement of Profit and Loss

Current tax - - Deferred tax - - Total income tax expense/(credit) - -

Particulars 31-Mar-1731-Mar-18

Profit before tax (548.8) (276.6)Enacted income tax rate in India 25.75% 30.90%Computed Expected Tax Expense (141.3) (85.5)Tax Expense Recognised in Statement of Profit and Loss (141.3) (85.5)

Differences due to:Allowance for deferred tax assets not recognised on losses 141.3 85.5 Total income tax expense/(credit) - -

Reconciliation of effective tax rate 31-Mar-1731-Mar-18

A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the profit before income taxes is summarized below:

70


Provision for doubtful debts and advances 0.8 1.4 1.0 Expenses allowable for tax purposes when paid 2.2 2.8 3.2 Unabsorbed Losses & Depreciation 1,245.4 1,506.3 1,323.0 Depreciation (275.9) (350.2) (382.6)Remeasurements of net defined benefit plans 0.1 0.4 -

972.6 1,160.7 944.6 Allowance for deferred tax assets not recognised on losses (972.6) (1,160.7) (944.6)

Total - - -

Particulars 01-Apr-1631-Mar-17

Deferred Tax

31-Mar-18



Movement Deferred tax (assets)/liabilities during the year ended March 31, 2018 :


(Credit)/charge in Statement of Profit and

Loss

(Credit)/charge in Other

Comprehensive Income


Particulars

71

Provision for doubtful debts and advances 1.4 0.5 - 0.8 Expenses allowable for tax purposes when paid 2.8 0.6 - 2.2 Unabsorbed Losses & Depreciation 1,506.3 260.9 - 1,245.4 Depreciation (350.2) (74.3) - (275.8)Remeasurements of net defined benefit plans 0.4 - 0.3 0.1

1,160.7 187.7 0.3 972.7 Allowance for deferred tax assets not recognised on losses (1,160.7) (187.7) (0.3) (972.7)

Deferred Tax Liability/(Asset) - - - -


(Credit)/charge in Statement of Profit and

Loss

(Credit)/charge in Other

Comprehensive Income


Provision for doubtful debts and advances 1.0 0.4 - 1.4 Expenses allowable for tax purposes when paid 3.2 (0.4) - 2.8 Unabsorbed Losses & Depreciation 1,323.0 183.3 - 1,506.3 Depreciation - (350.2) - (350.2)Remeasurements of net defined benefit plans - - (0.4) (0.4)

1,327.2 (166.9) (0.4) 1,160.7 Allowance for deferred tax assets not recognised on losses (1,327.2) 166.9 0.4 (1,160.7)

Deferred Tax Liability/(Asset) - - - -

Particulars

Movement Deferred tax (assets)/liabilities during the year ended March 31, 2017 :



33 Going Concern

Due to sub-optimal capacity of the Plant as compared to Industry Standards, the Company continues to incur losses. The Company is evaluating various alternatives to increase the capacity. The Company has entered in to a contract for setting up facility for production of Fully Drawn Yarn (FDY), a product with better margin. FDY project is expected to start commercial operations from April-2019.

The Promoters of the Company viz. PerPETual Global Technologies Limited (‘PGTL’ ) has always been extremely supportive of the Company’s project. With such support continuing, the Company is confident that it will be able to expand its position in the market as a unique supplier of high quality yarns and textiles made from 100% post-consumer PET bottles, being recognised as a preferred supplier by many of the world’s largest apparel brands.

The Company has also received ""Letter of Support"" from PGTL for Financial, Technical & Administrative Support for the forthcoming twelve months.

The management has performed impairment test and is of the view that there is no impairment in the value of Fixed Assets. However, as per the conservative principle of accounting and as a measure of prudence, the entire Capital Work in Progress of Rs 1,62.94 Mn has been impaired and accordingly, a provision of Rs.1,62.94 Mn is made and is charged to profit and loss account as exceptional item. The said provision will be reviewed every year end and if thought fit will be reversed partially / fully depending on the usability at that point of time.

Considering what is stated above, the accounts are prepared based on the Principle of a Going Concern.

34 Contingent liabilities and commitments (to the extent not provided for)

Contingent LiabilitiesClaims against the Company not acknowledged as

respect of past disputed liabilities. -Sales Tax - - 9.4 - Disputed Excise Duty - 3.0 3.9 -Claims in respect of various pending litigations of civil / criminal natures 181.6 181.6 180.8

Total 181.6 184.6 194.1

debts in

Particulars As at 1st April, 2016



35 Capital Commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

Property, plant and equipment 84.1 - 3.9 Less: Capital advances 79.9 - 3.9 Net Capital commitments 4.3 - -




36 The Company’s pending litigations comprise of claims against the Company and proceedings pending with Tax and other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements.

72




37 Earnings per share

Earnings Per Share has been computed as under:Profit/(Loss) for the year (550.3) (275.5)Weighted average number of equity shares outstanding (in Numbers) 15,62,06,544 15,62,06,544 Basic & Diluted EPS Before Exceptional items (Rs) (2.48) (3.28)Basic & Diluted EPS After Exceptional items (Rs) (3.52) (1.81)(Face value of Re. 10 per share)

Particulars 2016-172017-18

38 Assets offered as security

The carrying amounts of assets offered as security for current and non-current borrowings are:

Current AssetsTrade receivables 68.1 59.4 31.1 Inventories 107.5 144.7 168.5 Other current financial assets 0.2 0.2 8.0 Other current assets 127.2 265.4 81.0

Total Current assets offered as security 302.9 469.7 288.5

Non Current AssetsOther non current assets 112.2 2.0 3.9 Furniture, fittings and equipment 2.6 4.0 5.7 Plant and Machinery 1,519.8 1,626.6 1,772.1 Land & Buildings 340.1 354.8 369.7

Total non-current assets offered as security 1,974.7 1,987.3 2,151.4

Total assets offered as security 2,277.6 2,457.0 2,439.9




39 Related Parties Disclosures :

A. Relationships:1 Where control exists.

PerPETual Global Technologies Ltd. (Promoter, Holding Company)

2 Key Management Personnel:Mr. M. N. Sudhindra Rao - Chief Executive Officer Mr. Paresh Damania – Company SecretaryMr. Rakesh Gaikwad – Chief Financial Officer (w.e.f. 14th Feb, 2017)Mr. Chetan Gandhi – Chief Financial Officer (from 22nd Aug,2016 to 30th Nov,2016)Mr. Rakesh Tanna – Chief Financial Officer ( from 28th May, 2015 to 18th June, 2016)

73



B. Transactions carried out with related parties referred in A above, in the ordinary course of business:

Nature of transactions PerPETual Global Technologies Ltd.

Key Management personnel

Advance Received for Sale of Material 15.7

(77.7)

Advance Repaid 82.1

(63.3)

ECB Received

ECB USD 20 mn -

(54.1)

ECB EUR 4.5 mn 12.9

(313.7)

ECB EUR 10 mn 267.2

(-)

Assigned by Swedfund / Finnfund : EUR 15 mn -

(1,116.3)

Interest Expenses on ECB assigned by Swedfund - Finnfund -

(Refer Note A of notes to first time adoption of IND AS) (383.3)

Remuneration Expenses

M. N. Sudhindra Rao 18.1

(19.2)

Rakesh Gaikwad 0.1

(0.8)

Paresh Damania 2.3

(2.2)

Chetan Gandhi -

(0.6)

Rakesh Tanna -

(0.3)

Closing Balances

ECB USD 20 mn* 1,229.4

(1,229.4)

ECB EUR 4.5 mn* 326.6

(313.7)

ECB EUR 10 mn* 267.2

(-)

Assigned by Swedfund / Finnfund : EUR 15 mn* 1,116.3

(1,116.3)

Interest Payable Assigned by Swedfund - Finnfund* 383.3

(383.3)

Advance Received outstanding -

(62.4)

74




Nature of transactions PerPETual Global Technologies Ltd.

Key Management personnel

Remuneration Payable

M. N. Sudhindra Rao 1.5

(-)

Rakesh Gaikwad 0.1

(-)

Paresh Damania 0.2

(-)

40 Post retirement benefit plans

As per Actuarial Valuation as on 31st March, 2018, 2017 and 1st April, 2016 and recognised in the financial statements in respect of Employee Benefit Schemes:

DEFINED BENEFIT PLANS :

A. Balance Sheet

Present value of plan liabilities 11.0 10.1 8.1 Fair value of plan assets 6.7 1.6 2.8

Plan liability net of plan assets 4.3 8.5 5.3




B. Movements in plan assets and plan liabilities

As at 1st April 2017 1.6 10.1 (8.5)Current service cost - 1.7 (1.7)Employee contributions - - - Return on plan assets excluding amounts included in net 0.2 - 0.2 finance income/cost - - - Interest cost - 0.7 (0.7)Interest income 0.1 - 0.1 Actuarial (gain)/loss arising from changes in demographic assumptions - - - Actuarial (gain)/loss arising from changes in financial assumptions - (0.7) 0.7 Actuarial (gain)/loss arising from experience adjustments - (0.6) 0.6 Employer contributions 5.0 - 5.0 Benefit payments (0.2) (0.2) -

As at 31st March 2018 6.7 11.0 (4.3)

Particulars Plan liability net of plan

assets

Plan LiabilitiesPlan Assets

75

* ECB considered as "Instrument entirely equity in nature" - Refer Note A of notes to first time adoption of IND AS.

Previous year figures are in bracketsNotes: (i) Related parties have been identified by the Management and relied upon by the auditors.(ii) No amount has been provided for/written off/written back, pertaining to related parties.



As at 1st April 2016 2.8 8.1 (5.3) Current service cost - 1.6 (1.6) Employee contributions - - - Return on plan assets excluding amounts included in net 0.0 - 0.0 finance income/cost - - - Interest cost - 0.7 (0.7) Interest income 0.2 - 0.2 Actuarial (gain)/loss arising from changes in demographic assumptions - - - Actuarial (gain)/loss arising from changes in financial assumptions - 0.9 (0.9) Actuarial (gain)/loss arising from experience adjustments - 0.3 (0.3) Employer contributions - - - Benefit payments (1.4) (1.4) -

As at 31st March 2017 1.6 10.1 (8.5)

Particulars Plan liability net of plan

assets

Plan LiabilitiesPlan Assets

C. Statement of Profit and Loss

Employee Benefit Expenses: Current service cost 1.7 1.6

Total 1.7 1.6

Finance cost/(income) 0.6 0.4

Net impact on the Profit / (Loss) before tax 2.3 2.0

Remeasurement of the net defined benefit liability: Return on plan assets excluding amounts included in net (0.2) (0.0) Actuarial gains/(losses) on obligation for the Period (1.3) 1.2

Net impact on the Other Comprehensive Income before tax (1.5) 1.2

Particulars year ended31st Mar, 2017

year ended31st Mar, 2018

D. Defined benefit plans Assets

Insurance Fund 6.7 1.6

Particulars As at31st Mar, 2017

As at31st Mar, 2018

76




E. Assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans and post retirement medical benefits at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date

The significant actuarial assumptions were as follows:

Particulars As at31st Mar, 2017

As at31st Mar, 2018

Financial Assumptions Discount rate 7.20% 8.08% Salary Escalation Rate 6.00% 6.00% Number of Active Members 216 219 Per Month Salary For Active Members 3.5 3.6 Weighted Average Duration of the Projected Benefit Obligation 12 13

Demographic Assumptions

Mortality in Service : Indian Assured Lives Mortality (2006-08) Ultimate table Mortality in Retirement : LIC Buy-out Annuity.

Rates & UK Published PA (90) Annuity Rates suitably adjusted for Indian Lives.

F. Sensitivity

The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

G. The defined benefit obligations shall mature after year end 31st March, 2018 as follows:

Current Year Decrease in assumption

Increase in assumption

Discount rate 1% (1.0) 1.2 Salary Escalation Rate 1% 1.2 (1.1) Employee Turnover 1% 0.1

Change in assumption

Previous Year Decrease in assumption

Increase in assumption

Discount rate 1% (1.0) 1.2 Salary Escalation Rate 1% 1.2 (1.1) Employee Turnover 1% 0.1 (0.1)

Change in assumption

Year ending 31 March Amount

2019 0.3 2020 0.3 2021 0.3 2022 0.7 2023 1.9 Thereafter 25.4

The weighted average duration of the defined benefit obligation is 12 years (2017- 13 years)

77



41 Financial risk management objectives and policies

The Company has developed a Risk Management Policy. It seeks to identify risks inherent in the Company’s business operations and provide guidelines to define, measure, report, control and mitigate the identified risks. The objective of the Company’s Risk Management Policy is to create and protect shareholder value by prudently minimising threats or losses, and identifying and maximising opportunities. The policy endeavours to provide a practical enterprise-wide risk management framework that fosters employees integrating risk management into their everyday work.

The Company's financial risk management is an integral part of how to plan and execute its business strategies.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates,equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings.

i. Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. Company is having Overdraft Facility (OD) against Fixed Deposite (FD) with a net interest spread of 1.2% (subject to periodical revision by banks), thus interest rate risk is having natural hedge.

Exposure to interest rate risk

Borrowings bearing variable rate of interest 32.2 57.4




50 bp increase in interest rate - decrease in profits (0.8) (3.7)50 bp decrease in interest rate - Increase in profits 0.8 3.7


Interest rate sensitivity

A change of 50 bps in interest rates would have following Impact on profit before tax

ii. Market Risk- Foreign currency risk.

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

Derivative instruments hedged and unhedged foreign currency exposure

(a) Derivative outstanding as at the reporting date (Foreign currency In Mn)

Forward contracts to sell USD USD - - -

Forward contracts to sell EURO EURO - - -

(Refer Note A of notes to first time adoption of IND AS)




Currency

78




Trade Receivable and Advance to Vendors 0.1 1.1 Trade payables and Advance from Customers 0.0 0.0

Particulars EUROUSD

(b) Particulars of unhedged foreign currency exposures as at the reporting date

As at 31st March 2018 (Foreign currency In Mn)


Particulars EUROUSD

As at 31st March 2017 (Foreign currency


Particulars EUROUSD

As at 31st March 2016 (Foreign currency

Foreign Currency Risk Sensitivity

A change of 1% in Foreign currency would have following Impact on profit before tax

Particulars

2017-2018

1% Increase

EURO 0.9 (0.9) (0.6) 0.6

USD 0.1 (0.1) 0.1 (0.1)

Increase / (decrease) in profit

or loss 1.0 (1.0) (0.4) 0.4

1% decrease 1% Increase 1% decrease

2016-2017

iii. Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:i) Actual or expected significant adverse changes in business,ii) Actual or expected significant changes in the operating results of the counterparty,iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's

ability to meet its obligations, iv) Significant increase in credit risk on other financial instruments of the same counterparty,v) Significant changes in the value of the collateral security or credit enhancements .

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorizes a loan or receivable for write off when a debtor fails to make contractual payments greater than 3 years past due. Where loans or receivables have been written off, the Company continues engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

79

Rs. in Mn

iv. Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable price. The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related such risk are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

Financing arrangements

The company had access to following undrawn Borrowing facilities at end of reporting period:



0-3 months 69.6 59.3 27.8 3-6 months 1.0 1.3 2.8 beyond 6 months 0.7 1.8 3.4

Total 71.3 62.3 33.9




Ageing of Account receivables

Opening provision 2.9 2.8 Add:- Additional provision made 0.4 0.1 Closing provisions 3.3 2.90


Movement in provisions of doubtful debts

Variable Borrowing - Cash Credit expires within 1 year 7.1 1.7 0.9




Particulars 0-1 years

Long term borrowings (Including

current maturity of long term debt) - -

Short term borrowings 32.2 - - 32.2

Expected Interest payable 0.6 - - 0.6

Total 32.8 - - 32.8

1-5 years beyond 5 years Total


Maturity patterns of borrowings



current maturity of long term debt) - -


Expected Interest payable - - - -

Total 57.4 - - 57.4



80






current maturity of long term debt) 1,017.8 113.1 - 1,130.9


Expected Interest payable 359.8 - - 359.8

Total 1,466.4 113.1 - 1,579.5


As at 1st April'16

Maturity patterns of other Financial Liabilities

As at 31st March’18 0-3 months

Trade Payable 15.3 55.9 11.2 0.6 - 83.0

Payable related to Capital goods 4.3 1.5 1.5 2.2 - 9.4

Other Financial liability

(Current and Non Current) - 9.6 5.1 10.2 11.8 36.7

Total 19.6 67.0 17.8 12.9 11.8 129.1

6-12 months

beyond 12 months

Total Overdue 3-6months

As at 31st March’17

As at 1st April’16

0-3 months

0-3 months

Trade Payable 13.1 26.2 30.6 3.2 - 73.1

Payable related to Capital goods 9.4 - - 3.1 - 12.6



Total 22.5 37.0 35.7 79.4 37.0 211.6

Trade Payable 10.9 61.9 18.4 3.2 - 94.3

Payable related to Capital goods 12.7 - - - - 12.7



Total 23.6 74.2 20.9 118.3 438.9 675.9

6-12 months

6-12 months

beyond 12 months

beyond 12 months

Total

Total

Overdue

Overdue

3-6months

3-6months

81



42 Fair Value measurement

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

"The following methods and assumptions were used to estimate the fair values:1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts."

The fair values for loans & security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

Financial Assets and Liabilities as at 31st March'2018

Particulars Routed through P & L Routed through

OCI

Carrying at

amortised cost

At Cost

TotalNon

Current Current Total Level 1 Level 2 Level 3

Other Financial Assets 0.3 0.2 0.5 - - 0.5 - 0.5

Trade receivable - 68.1 68.1 - - 68.1 - 68.1

Cash and Cash equivalents - 4.6 4.6 - - 4.6 - 4.6

Other Bank Balance - - - - - - - -

0.3 72.8 73.1 - - - - - 73.1 - 73.1


Borrowings - 32.2 32.2 - - - - - 32.2 - 32.2

Other Financial Liabilities - 83.0 83.0 - - - - - 83.0 - 83.0

Trade Payables - 10.1 10.1 - - - - - 10.1 - 10.1

- 125.3 125.3 - - - - - 125.3 125.3

Total

82


Basis of Fair Valuation :

Financial Assets

Other Financial Assets 0.5 0.5 0.7 0.7 8.5 8.5

Trade receivable 68.1 68.1 59.4 59.4 31.1 31.1

Cash and Cash

equivalents 4.6 4.6 12.3 12.3 1.9 1.9

73.1 73.1 72.4 72.4 41.5 41.5


Borrowings 32.2 32.2 57.4 57.4 201.9 201.9

Other Financial Liabilities 83.0 83.0 12.6 12.6 1,390.3 1,390.3

Trade Payables 10.1 10.1 73.1 73.1 94.3 94.3

125.3 125.3 143.1 215.5 1,728.0 1,728.0

ParticularsAs at 31st March'17As at 31st March'18 As at 1st April'16

Carrying amount

Fair Value

Carrying amount

Fair Value

Carrying amount

Fair Value



Financial Assets and Liabilities as at 31st March'2017


OCI

Carrying at

amortised cost

At Cost

TotalNon

Current Current Total Level 1 Level 2 Level 3

Financial Assets


Trade receivable 59.4 59.4 - - 59.4 - 59.4

Cash and Cash equivalents 12.3 12.3 - - 12.3 - 12.3

Other Bank Balance 0.3 0.3 - - 0.3 - 0.3

0.5 72.2 72.7 - - - - - 72.7 72.7


Borrowings - 57.4 57.4 - - - - - 57.4 - 57.4

Other Financial Liabilities - 12.6 12.6 - - - - - 12.6 - 12.6

Trade Payables - 73.1 73.1 - - - - - 73.1 - 73.1

- 143.1 143.1 - - - - - 143.1 143.1

Total

83


OCI

Carrying at

amortised cost

At Cost

Total

Non Current

Current Total

Level 1 Level 2 Level 3

Financial Assets


Trade receivable 31.1 31.1 - - 31.1 - 31.1

Cash and Cash equivalents 1.9 1.9 - - 1.9 - 1.9

Other Bank Balance 8.0 8.0 - - 8.0 - 8.0

0.5 48.9 49.5 - - - - - 49.5 - 49.5


Borrowings 113.1 88.8 201.9 - - - - - 201.9 201.9

Other Financial Liabilities - 1,390.3 1,390.3 - - - - - 1,390.3 1,390.3

Trade Payables - 94.3 94.3 - - - - - 94.3 94.3

113.1 1,573.4 1,686.5 - - - - - 1,686.5 1,686.5

Total

Financial Assets and Liabilities as at 1st April 2016

Above financial Assets and Liabilities are given at carrying cost



43 Capital risk management

The Company’s objectives when managing capital are to

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital In order to maintain or adjust the capital structure, the Company may reduce share capital, issue new shares or sell assets to reduce debt

The Company's strategy is to maintain a gearing ratio within the industry average. The gearing ratios were as follows:

Net Debt 32.2 57.4 1,219.7

Equity

(Refer Note A of notes to first time adoption of IND AS) 2,147.3 2,416.0 825.3

Total Capital Employed 2,179.4 2,473.4 2,045.0

Gearing Ratio 1% 2% 60%

Particulars 1 April, 2016st31 March 2017st31 March 2018

44 Reconciliation between opening and closing balances in the balance sheet liabilities and financial assets:

Particulars As on1 April, 2016

CashFlow

As on st31 March 2018

As onst31 March 2017

CashFlow

Short Term Borrowing 201.9 144.5 57.4 25.2 32.2

Total 201.9 144.5 57.4 25.2 32.2

84

45 Post the applicability of Goods and Service Tax (GST) with effect from 1st July, 2017, revenue from operations is disclosed net of GST, whereas Excise Duty formed part of other expenses in previous year. Accordingly, the revenue from operations and other expenses for the year ended 31st March, 2018 are not comparable with the previous year.

46 Pre-GST, the company was eligible for Mega project refund scheme from Maharashtra state government, by way of refund of sales tax and electricity duty. Post- GST pending notification from state government for continuance of the schemes, the Company has not recognised the aforesaid benefit related to refund of GST ( earlier VAT & CST ) during July 2017 to March 2018.

Signature to notes 1 to 46 which form an integral part of the Financial statements.

On behalf of the Board of Directors

Sujata ChattopadhyayChairpersonDIN:2336683

Paresh DamaniaCompany Secretary

M N S RaoCEO

Rakesh GaikwadCFO


POLYGENTA TECHNOLOGIES LIMITEDCorporate Identification Number (CIN) - L17120MH1981PLC025388

th Registered Office: Kaledonia (HDIL) Building, Unit No. 1B, 5 Floor,Sahar Road, Off Western Express Highway, Andheri (East), Mumbai – 400 069 • Tel: +91 22 6215 4087 • Fax: +91 22 6215 4003, E-mail: [email protected]; Website: http://www.polygenta.com

ATTENDANCE SLIP(To be presented at the entrance)

36TH ANNUAL GENERAL MEETING ON 27TH SEPTEMBER 2018 AT 4.00 P.M.

Folio No. _______________________DP ID No. ______________________ Client ID No._____________________

Name of the Member___________________________________ Signature _______________________________

Name of the Proxyholder ________________________________ Signature _______________________________

1. Only Member / Proxyholder can attend the Meeting.2. Member / Proxyholder should bring his/her copy of Annual Report for reference at the Meeting.

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the member (s) :……………………..…….....……. Email Id :……….....………......…….....……...

Registered Address :…………………………....…….... Folio No/ Client Id :…………………………...................

:…………………………....…...…. DP Id :………......……....……..........……...

1. Name :…………………………………………......…. Email Id :…........……………………………………………

Address :………………………………………………… Signature:

………………………………………………… :......................................................or failing him

I/We, being the member (s) of …………................. shares of Polygenta Technologies Limited, hereby appoint

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Sixth Annual general meeting of ththe company, to be held on the 27 day of September 2018 at 4.00 p.m. at 'the Mirador' Hotel, Andheri-Ghatkopar Link

Road, Chakala, Andheri (E ), Mumbai : 400099 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolutions 1. To consider and adopt Audited Financial Statement, Report of Board of Directors and Auditors. 2. Re-appointment of Mr. Marc Lopresto, who retires by rotation. 3. Ratification of the Appointment of Auditors. 4. Approval of Transaction with Related Party.

Affix Revenue Stamp of

1`

Signed this…….. day of…..…… 2018 Signature of Shareholder

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Name :…………………………………………......…. Email Id :…........……………………………………………


………………………………………………… :......................................................or failing him

3. Name :…………………………………………......…. Email Id :…........……………………………………………


………………………………………………… :.........................................................................

POLYGENTA TECHNOLOGIES LIMITEDCorporate Identification Number (CIN) - L17120MH1981PLC025388

thRegistered Office: Kaledonia (HDIL) Building, Unit No. 1B, 5 Floor,Sahar Road, Off Western Express Highway, Andheri (East), Mumbai – 400 069 • Tel: +91 22 6215 4087 • Fax: +91 22 6215 4003, E-mail: [email protected]; Website: http://www.polygenta.com

Signature of Proxyholder(s)

at ' the Mirador' Hotel, Andheri-Ghatkopar Link Road, Chakala, Andheri (E), Mumbai – 400 099

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