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Polyspin Exports Ltd.

BSE: 539354 Sector: Industrials
NSE: N.A. ISIN Code: INE914G01029
BSE 14:31 | 05 Dec 62.75 0
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64.95

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NSE 05:30 | 01 Jan Polyspin Exports Ltd
OPEN 64.95
PREVIOUS CLOSE 62.75
VOLUME 5452
52-Week high 82.00
52-Week low 50.20
P/E 8.54
Mkt Cap.(Rs cr) 63
Buy Price 62.65
Buy Qty 145.00
Sell Price 65.35
Sell Qty 25.00
OPEN 64.95
CLOSE 62.75
VOLUME 5452
52-Week high 82.00
52-Week low 50.20
P/E 8.54
Mkt Cap.(Rs cr) 63
Buy Price 62.65
Buy Qty 145.00
Sell Price 65.35
Sell Qty 25.00

Polyspin Exports Ltd. (POLYSPINEXPORTS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Thirty Seventh AnnualReport on the working of the Company and Audited Accounts for the year ended 31stMarch 2022.

(Rs. In Lakhs)

Financial Results Year ended 31.03.2022 Year ended 31.03.2021
Sales and other Income 28285.08 23899.22
Operating Profit (Profit Before Interest Depreciation and Tax) 2198.44 1974.51
Less : Finance Cost 481.87 525.52
Profit before Depreciation and Tax 1716.57 1448.99
Less : Depreciation 387.15 365.53
Profit before Tax 1329.42 1083.46
Less : Provision for Taxation - Current 407.35 339.00
Less : Provision for Taxation - Deferred 21.96 (5.50)
Profit after tax for the year 900.11 749.96
Add : Other Comprehensive Income 32.28 43.15
Net Profit for the year 932.39 793.11

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31stMarch 2022 is Rs.50000000 consisting of 10000000 equity shares of Rs.5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores (Previous Year:Rs.5 Crores) consisting of 10000000 equity shares of Rs.5 each.

There was no public issue rights issue bonus issue or preferentialissue etc. during the year. Further the Company has not issued shares with differentialvoting rights or sweat equity shares nor has it granted any stock options during the yearunder review.

DIVIDEND

Your Directors have pleasure in recommending a Dividend of Re. 0.60(Paise Sixty only) per share on the face value of Rs.5/- per share subject to tax for theyear ended March 31 2022 on 10000000 equity shares of Rs.5 each compared to samedividend of the previous year. Hence the dividend out go will be Rs.60 Lakhs.

TRANSFER TO RESERVE

Your Director approved a transfer of Rs.8.50 Crores to General Reservesfor the year ended March 312022 as against the amount of Rs. 7 Crores transferred in theprevious year.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION CURRENTTRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year the performance of your Company was very good. Theturnover has increased from Rs.234.62 Crores to Rs. 276.97 Crores which is about 18%increase over the previous year's turnover. The table below shows comparative quantitativefigures of production and sales of the Company's products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Company's Products

i.e. FIBC Bags and OE Spinning Yarn for the year ended 31.03.2022 and31.03.2021 are as follows:

S.No. Particulars Year ended 31.03.2022 Year ended 31.03.2021
1. Production Quantity (Kgs.) Quantity (Kas.)
1) FIBC Bags & PP Woven Bags 11003615 11097676
2) PP Woven Fabrics 65516 116877
3) PP Yarn 427592 610735
4) Multifilament Yarn** 933351 538651
5) Paper Bags 111311 3257899
6) Cotton Yarn 1711913 1675280
2. Sales
1) FIBC Bags & PP Woven Bags 11103104 10270245
2) PP Woven Fabrics 65516 116877
3) PP Yarn 427592 610735
4) Multifilament Yarn** 55406 86553
5) Paper Bags 112703 3266996
6) Kraft Papers 801044 566798
7) Cotton Yarn 1744441 1753220

Multifilament Yarn**

Out of 933351 Kgs. of Multifilament Yarn produced we have captivelyconsumed 877945 Kgs. for FIBC bags production.

FIBC BAGS DIVISION

Flexible intermediate bulk containers (FIBC) or bulk bags are used forstoring dry granular and semi-liquid products. They are large cubic bendable containersmanufactured using coated or uncoated woven fabric with loops to facilitate convenientstorage and movement. U-panel circular four- panel and baffle bags are among the mostcommonly used FIBCs. These bags are used to contain toxic non-toxic and free-flowingproducts such as chemicals petrochemicals pharmaceuticals rubber and agriculture andfood products.

Chemical and agriculture product manufacturers are increasingly usingFIBCs to handle grains rice potatoes cereals and liquid chemicals. These bags are alsoused to store and transport construction materials. Furthermore increasing environmentalconsciousness among the masses and the rising demand for light weight biodegradable andbulk packaging material for pharmaceutical products is also stimulating the market growth.In line with this product innovations such as the development of FIBC variants as hygienepackaging solutions is acting as another growth- inducing factor. Food-grade FIBC bags aremanufactured using virgin polypropylene resins that aid in preventing spoilage ofperishable goods and are suited for storing packaged products in bulk quantities.

The global economy entered 2022 in a weaker position characterized bythe spread of the Omicron variant by the re- imposition of mobility restrictions bysupply disruptions and inflationary fears. The experience of handling the second wave ofCOVID-19 infections which were by far the worst gave rise to optimism that the tidecould be turned in our favour.

Russia's invasion of Ukraine the resultant Western sanctions and theconsequent spike and pervasiveness of global inflation have darkened the economic outlook.

The direct impact of the Russia-Ukraine war on India's growth would belimited. However the indirect consequence via rising inflation sapping consumerconfidence prospective normalization plans of domestic and global central banks andlagging investment sentiments could have a more pronounced impact.

The Ukraine war and the consequent spike in commodities particularlyCrude has impacted economic growth in many countries. Crude which was stable at $ 75 atthe beginning of the year shot up to a high of $ 120 and then cooled a bit. Due tovolatile Crude oil prices affects our raw material -mainly PP Granules prices (Petroleumbased product) were increased in the International market and consequently it affects ourselling price and also margin pressure . Though exports are doing well the consumptionand investment story continues to lag. The first quarter of 2022 has been dynamic and withheightened uncertainty events can swing in both directions quickly for the remainder ofthe year. Fortunately but very unlikely if geopolitical tensions de-escalate andinflation reverts to the central bank target quickly policy action will be limited thanenvisaged.

But the prominent scenario of elevated inflation quantitativetightening interest rate hikes capital outflows recessionary concerns re-emergence ofaccommodative policy and fiscal support projects a roller-coaster ride for the next 18months.

With the US inflation a 40 year high at 8.5 percent in March the Fedhas no choice but to tighten monetary policy aggressively and the tightening cycle hasbegun. The Fed rate hikes will be the most significant event in 2022 impacting marketsglobally.

At the same time if the US Fed starts raising interest rates at abrisk pace there can be repercussions for some developing economies in terms of foreigncapital outflows. Widening current account deficits amidst elevated prices coupled withslowing or negative capital flows will pressure domestic currencies. Risks could bedownsized for economies having foreign exchange buffers like India.

The EU is facing concerns around inflation rather than overheating.Western sanctions on Russia have threatened the continent's energy supply. The Economisthighlights that gas prices for next winter are five times higher than the US and spendingon household energy is almost twice as high as a share of GDP. Inflation in the EU rosefrom 5.9 percent in February to 7.5 percent in March well above its 2 percent inflationtarget. The European Central Bank has still not responded but a policy hike is imminent.Amidst the economic consequence of the war the ECB has cut its GDP forecast from 4.2percent to 3.7 percent in 2022 while the council of economic advisors in Germany haveslashed their projections from 4.6 percent to 1.8 percent.

In India It's actually been a mixed bag. The RBI has slashed the realGDP forecast for 2022-23 from 7.5 percent to 7.2 percent while sharply raising itsinflation forecast to 5.7 percent. The March retail inflation print came in at 6.95percent and the increase was broad-based. High frequency indicators have exhibited signsof recovery but is still far from being robust. Decline in unemployment rate elevatedbusiness expectations and consumer confidence (as per RBI's survey) robust GSTcollections are few positives.

With CPI Inflation for March at 6.95 percent and WPI inflation at 14.5percent RBI has no choice but to raise rates by 40 bp in FY23. This view is moderate dueto the accommodative RBI stance with hope of a reduction in future inflation.

The FIBC Division has registered a Turnover of Rs.244.54 Crores againstRs.209.88 Crores of the previous year and registered a growth of 16% despite the rise inocean freight and shortage in availability of container for Exports. The Company isexpecting a good order for the financial year 2022-23 and will work towards delivering theorders in time despite the above factors.

In Paper Bags Business the Company has sold the stock of Kraft Papersfor a value of Rs.6.09 Crores during the year.

The global flexible intermediate bulk container market is expected togrow at a CAGR (Compound Annual Growth Rate) of around 5.30% during 2022-2032. The FIBCwith a carrying capacity of above 750 Kgs is estimated to grow at the fastest rate. Indiais expected to reflect the incremental growth of 20 times during the forecast period. Saleof FIBC are expected to reach US$ 11.9 Billion by the end of 2032. Expansion of food andpharmaceutical industries around the world will drive the demand for FIBC. The FIBC marketis expected to witness impressive growth over the next decade.

OPEN END SPINNING DIVISION

The performance of the spinning division during the year wascommendable and your company has achieved better results compared to last year. There wasan increase in the price of cotton during the year however the selling price of yarn hasalso increased.

The Spinning Division has registered a Turnover of Rs.29.13 Cores asagainst Rs.22.97 Crores of the previous year and registered a growth of 26.82%. TheCompany is expecting a good demand for the financial year 2022-23.

The domestic Textile Industry is expected to grow at a CAGR of 12% upto 2025 in order to reach the level of US$ 350 billion. India is expected to grow at aCAGR of 20% for the next 5 years so as to reach a level of US $300 billion. The Indiantextile industry has been witnessing a large number of investments over the past fewyears. The global textile market size was valued at USD 993.6 billion in 2021 and isanticipated to grow at a compound annual growth rate (CAGR) of 4.0% from 2022 to 2030.

India is the world's largest producer of cotton. India is the secondlargest producer and exporter of cotton in the world at $6.3 billion marginally close toChina. Production stood at 360.13 lakh bales for the crop year October 2021- September2022. The Indian Textile Industry is facing a big challenge in raw material front. TheIndian textiles market is expected to be worth more than US$ 209 billion by 2029.

FINANCIAL PERFORMANCE

(Rs.in Lakhs)

S.No. Particulars 31.03.2022 31.03.2021
1. Revenue from Operations 28285.08 23899.22
2. EBITDA (before exceptional items) 2198.44 1974.51
3. Profit After Tax 900.11 749.96
4. Cash Profit 1716.57 1448.99
5. Earnings Per Share (in Rs.) 9.32 7.93
6. Cash EPS (in Rs.) 17.16 14.49
7. Net Worth 5431.03 4556.79
8. Capital Employed 7740.15 5789.42
9. Fixed Assets (including Capital Work in Progress (CWIP) 4361.09 4578.65

FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Key Financial Ratios for the financialyear 2021-22 are given below.

S.No. Particulars 31.03.2022 31.03.2021
1. Debtor Turnover Ratio (in times) 8.40 9.37
2. Inventory Turnover Ratio (in times) 6.37 6.25
3. Interest Coverage Ratio (in times) 3.76 3.06
4. Current Ratio (in times) 1.42 1.12
5. Debt Equity Ratio (in times) 1.44 1.74
6. Operating Profit Margin (%) before exceptional Items 4.27 3.37
7. Net Profit Margin (%) after exceptional Items 7.94 8.42
8. Return on Net Worth 3.25 3.20
9. Total Debt / EBITDA 16.57 17.41
10. Return on Capital Employed 13.21 12.46

For Serial No. 4 and 6 there have been significant change (i.e. 25% ormore) in the Current Ratio and operating Net Profit Ratio as compared to the previous yearwhich are mainly due to increase in net profit of the company.

SOURCES OF FUNDS Own Funds

The Company's Net Worth has increased to Rs 5431.03 Lakhs as on 31stMarch 2022 as against Rs.4556.78 Lakhs of the previous year.

Equity

The Company's equity comprises 10000000 equity shares with a facevalue of Rs.5 per share with Promoters holding of 48.37 % as on 31st March2022.

Book Value

The Books Value of shares as on 31st March 2022 is Rs.54.31 per share.

Other Equity

The Company's other equity increased to Rs. 4931.03 Lakhs as on 31stMarch 2022 as against Rs. 4056.78 Lakhs of the previous year. Free reserves constitute100% of the other equity.

Long Term Borrowings

The Company's Long Term Borrowings stood at Rs. 2424.61 Lakhs as on 31stMarch 2022 compared to Rs.1098.64 Lakhs of the previous year as detailed below:

(Rs.in Lakhs)

Particulars 2021-2022 2020-2021
Long Term Loan 1851.66 797.13
Current Maturities of Long Term Borrowings 572.95 301.51
Total 2424.61 1098.64

APPLICATION OF FUNDS Gross Block

The Company's Gross Block of Fixed Assets increased to Rs.7451.00Lakhs as against Rs.7397.30 Lakhs of the previous year.

RISK MANAGEMENT

The Company has robust management architecture. The Company identifiescategories maps mitigation strategies and monitors potential risks. The strategies aredrawn up considering potential risks within the short / medium /long term outlook:

Type of Risk Mitigation Strategy Outlook
Industry Risk Softening demand for FIBC bags will impact offtake. Minimize cost of production and develop long term relationships so as to the supplier of choice. Long Term
Raw Material Risk Unavailability of raw material can diminish production capacity. Long term relationship with suppliers of PP Granules ensures steady availability. Short to Long Term
Regulatory Risk Change in regulation or legislati on may derail production strategy. Tracks regulations consistently and monitors statutory industry compliances or any changes to them. Medium Term
Operational Risk Inefficient operational p ra c t i c e s c o u l d - Maintain equipment regularly to avoid untimely breakdown.
influence production cost and affect competitive. - Focuses on upgrading technology and processes to enhance efficiency. Short Term
- Employs various safety precautions to reduce accidents.
Exchange Risk Currency market volatilities may impact margins. - Hedges export proceeds using forward contracts and avail PCFC in Foreign currency for working capital. Short Term
- Focuses on obtaining long term contracts and spot sales that optimize offtake and realizations.

BOARD OF DIRECTORS

Shri R. Ramji (DIN: 00109393) was reappointed as Managing Director ofthe Company for a period of 3 years from 01-04-2021 to 31-03-2024 at the Annual GeneralMeeting held on 27-08-2021.

In accordance with the provisions of the Companies Act Shri S.V. Ravi(DIN: 00121742) Director retire by rotation at the ensuing Annual General Meeting and isbeing eligible offer himselves for reappointment.

Your Directors recommend for the reappointment of Shri S.V. Ravi asDirector liable to retire by rotation.

Shri P. Vaidyanathan (DIN: 00029503) has resigned from the position ofNon-Executive Director of the Company with effect from February 23 2022 due to his healthcondition.

Shri K.S. Pradeep (DIN: 00852462) has resigned from the position ofIndependent Director of the Company with effect from February 23 2022 due to his personalcommitments and other preoccupations.

Shri P.K. Ramasubramanian has resigned from the post of CompanySecretary & Compliance Officer of the Company and relieved from the service of theCompany with effect from February 12 2022. Shri A. Emarajan has been appointed as CompanySecretary & Compliance Officer of the Company with effect from February 12 2022.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies Act 2013the KMPs of the Company as on date are;

1. Shri R. Ramji Managing Director

2. Shri S. Seenivasa Varathan Chief Financial Officer

3. Shri A. Emarajan Company Secretary & Compliance Officer

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years and arenot liable to retire by rotation. No Independent Directors retired during the year.

Declaration by Independent Directors

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and they have complied with the Code forIndependent Directors as prescribed in Schedule IV to the Act.

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules 2014 it isreported that other than the above there have been no changes in the Directors or KeyManagerial Personnel during the year.

The Audit Committee has four members out of which three areIndependent Directors. Pursuant to Section 177(8) of the Companies Act 2013 it isreported that there has not been an occasion where the Board had not accepted anyrecommendation of the Audit Committee

Policy of Directors Appointment and Remuneration

In accordance with Section 178(3) of the Companies Act 2013 and basedupon the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have approved a policy relating to appointment and remuneration of DirectorsKey Managerial Personnel and Other Employees. The objective of the Nomination andRemuneration Policy is to ensure that the level and composition of remuneration isreasonable the relationship of remuneration to performance is clear and appropriate tothe long-term goals of the Company. The policy also envisages and takes into account thetotal involvement with dedication and human touch.

T he Nomination and Remuneration Committee and this Policy shall be incompliance with the Companies Act 2013 a n d SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There has been no change in the policy during the yearunder review.

T h e w e b a d d r e s s o f t h e P o l i c y i s a thttp://polyspin.org/admin/policy/Nomination Remuneration Policy.pdf.

None of the Directors are disqualified under Section 164 of theCompanies Act 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act 2013 andRegulation 25(4) of SEBI (LODR) Regulations 2015 Independent Directors have evaluatedthe quality quantity and timeliness of the flow of information between the Management andthe Board Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations 2015 theNomination and Remuneration Committee has laid down evaluation criteria for performanceevaluation of Independent Directors which will be based on attendance expertise andcontribution brought in by the Independent Directors at the Board Meeting and CommitteeMeetings which shall be taken into account at the time of re-appointment of IndependentDirector.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations 2015 theBoard had carried out an annual evaluation of its own performance as well as that of itsCommittees and individual directors. The evaluation has been made based on the evaluationcriteria as approved by the Nomination and Remuneration Committee.

MEETINGS

During the year under review six meetings of the Board were held. Thedetails of the Board and Committee Meetings are provided in Corporate Governance Reportforming part of this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1 the Board ofDirectors of the Company confirm that the Company has complied with the applicableSecretarial Standards.

AWARDS / RECOGNITION

During the year the Company has received the award (Second Position)for Highest Annual Employments in EOU Units (Category - Chemical Plastic RubberPharmaceutical & Drugs) for the year 2016-17 and 2017-18 from Ministry of Commerce andIndustry Government of India.

Further the Company has also received the award (First Position) forHighest Annual Employments in EOU Units (Category - Chemical Plastic RubberPharmaceutical & Drugs) for the year 2018-19 from Ministry of Commerce and IndustryGovernment of India during May 2022.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 it isreported that no significant and material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it ishereby confirmed that the Internal Financial Controls are adequate with reference to thefinancial statements and operations of the Company.

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor submits hisInternal Audit Reports to the audit committee which are reviewed by Audit Committee aswell as by the Board. Further the Board annually reviews the effectiveness of theCompany's internal control and audit system.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act 2013 it is reportedthat the Company has not given any loans guarantees and no investments has been made inbodies corporate or firm during the financial year. The particulars of the investmentsalready made by the Company are provided under Note No.4 of Notes forming part of accountsof Standalone Financial Statements.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governanceas stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.A report on Corporate Governance is annexed herewith and it forms part of the DirectorsReport as per Annexure - I as required under Schedule V (C) of LODR Regulations. Acertificate from the Secretarial Auditor confirming compliance is also enclosed asAnnexure - II as required under Schedule V (E) of LODR. The code of conduct as approvedby the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

The Company has taken corporate social responsibility initiatives. TheCommittee comprising one Independent Director and two directors has been constituted asCSR Committee to develop CSR policy and implement the CSR initiatives whenever it isapplicable to the Company.

Your Directors are pleased to inform that the amount required to bespent on CSR for the financial year 2021-2022 was Rs.1858852/-. The Company had incurredCSR expenditure of Rs. 2019818/-. Accordingly the Company fulfilled its obligation onCSR for the financial year 2021-22.

During the year the Company has formed the Public Charitable Trust inthe name of "POLYSPIN FOUNDATION" and spent very small portion of the CSRobligation through this Trust.

The Annual Report on CSR activities as prescribed under Rule 8 of theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 is enclosed asAnnexure - III.

STATUTORY AUDIT:

As per the provisions of Section 139 of the Companies Act 2013 theterm of office of M/s. Srithar and Associates (Firm Registration No. 015896S) CharteredAccountants Chennai come to an end at the close of 37th Annual GeneralMeeting of the Company.

M/s. Srithar and Associates were Auditor of the Company from the AnnualGeneral Meeting held on 26-09-2017. The Board of Directors wish to place on record theirsincere appreciation for the services rendered by M/s. Srithar and Associates CharteredAccountants during their association with the Company.

The report given by the Statutory Auditor on the financial statementsof the Company for the financial year 2021-2022 is part of this Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer given by the Auditors intheir Report.

The Board of Directors have recommended the appointment of M/s.Krishnan and Raman (Firm Registration No. 001515S) Chartered Accountants as StatutoryAuditor of the Company pursuant to Section 139 of the Companies Act 2013. The AuditCommittee at its meeting held on May 27 2022 had recommended their appointment asStatutory Auditor for a period of 5 financial year from the conclusion of 37thAnnual General Meeting of the Company. A written consent had been obtained and theyconfirm that they satisfy the legal requirement for their appointment. The proposalrelating to their appointment the 37th Annual General Meeting till theconclusion of 42nd Annual General Meeting of the Company to be held in the year2027 has been included in the notice.

COST AUDIT:

As per provisions of Section 148 of the Companies Act 2013 and theCompanies (Cost Records and Audit) Rules 2014 the Government has not notified theproducts of our Company to which the Cost Audit would be applicable. Hence the Cost Auditwas not conducted for your Company for the financial year 2021 - 22.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company has appointed Mr. B. Subramanian Company Secretary in PracticeChennai to conduct the Secretarial Audit of the Company for the financial year ended 31stMarch 2022.

The Secretarial Audit Report (in Form MR - 3) is enclosed as Annexure -IV to this report. As required under Regulation 34(3) read with Schedule V Para C (10)(i)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Certificatefrom the Secretarial Auditor that none of the Company's Director have been debarred ordisqualified from being appointed or continuing as Directors of the Companies is enclosedas Annexure IV A to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure -V to this report.

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act 2013 theCompany has uploaded the extract of Annual Return in the Company website atwww.polyspin.org. The said return can be accessed at the following linkhttp://www.polyspin.org/admin/investorrelation/AnnualReturn _2021-22.pdf

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

As on March 312022 the Company is having one Associate Company namelyM/s. Lankaspin Private Limited Srilanka and does not have any Subsidiary or JointVenture.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 a statement containing the salient featuresof the financial statements of Associate Company in Form AOC 1 is enclosed as Annexure VI.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Companies are required to prepare consolidated financial statements of its Subsidiariesand Associates to be laid before the Annual General Meeting of the Company. Accordinglythe consolidated financial statements incorporating the accounts of Associate Company viz.M/s. Lankaspin Private Limited Srilanka along with the Auditors' Report thereon formspart of this Annual Report. As per Section 136(1) of the Companies Act 2013 thefinancial statements including consolidated financial statements are available at theCompany's website at the following link at www.polyspin.org. The consolidated net profitafter tax of the Company amounted to Rs. 921.54 Lakhs for the year ended 31stMarch 2022 as against the Net Profit after tax of Rs. 874.05 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under reviewis Rs. 953.82 Lakhs as compared to Rs. 917.20 Lakhs of the previous year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013

The Company has constituted an Anti-Sexual Harassment Policy in linewith the requirements of the Sexual Harassment of Women at the work place (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress the complaints received for sexual harassment.

During the year the Company has not received any complaints on sexualharassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules2014 it is reported that the Company has not accepted any fixed deposit from the publicduring the year under section 73 of the Act. The Company has no deposit which is not incompliance with the Chapter V of the Companies Act 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations 2015 the Company has established a VigilMechanism and has a Whistle Blower Policy. The policy is available at the Company'swebsite. A forum to enable the concerned personnel of the Company to report any deviationor other acts which are against the general code of conduct of personnel business andother activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy asrequired under Regulation 17(9) of SEBI (LODR) Regulations 2015 and Pursuant to Section134(3)(n) of the Companies Act 2013. An internal Risk Management Committee has beenformed to address and evaluate various risks impacting the Company in practice withreference to the forex and interest rate. At present the committee has not identified anyelement of risk which may threaten the existence and development of the Company.

The Company has laid down a Risk Management Policy and Procedure toinform the Board Members about the Risk assessment and minimization process which is avigorous and active process for identification and mitigation of risks. The production andsales are monitored and any deviation from the projected is identified solution found andnecessary rectifications are done periodically.

Audit Committee as well as the Board of Directors has adopted the RiskManagement Policy and the Audit Committee reviews the risk management and mitigation planfrom time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments affecting the financial positionof the Company has occurred between the end of the financial year 2021-2022 and till thedate of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company and Directors areannexed as Annexure - VII and forms part of this Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions whichcould have potential conflict with the interests of the Company. Transactions with relatedparties are in the ordinary course of business and on arm's length basis and areperiodically placed before the Audit Committee and Board for its approvals and Form AOC-2is enclosed as Annexure-VIII.

In accordance with Indian Accounting Standard - 24 (Related PartyDisclosure) the details of transaction with Related Parties are provided in Note No. 34of Notes Forming Part of Accounts of Standalone Financial Statements.

As required under Regulation 46(2)(g) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Related Party Transaction Policy isavailable on the Company Website and its web link ishttp://polyspin.org/admin/policy/Related Parties Transactions.pdf

HUMAN RESOURCES

Your Company treats its "human resources" as one of its mostimportant assets. Your Company enjoys a very cordial relationship with workers andemployees at all levels.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedattention are currently underway. Your Company's thrust is on the promotion of talentinternally through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund(uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the Company has already filed the necessary form and uploaded the details ofunpaid and unclaimed amounts lying with the Company as on the date of last AGM 27thAugust 2021 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount ofRs.494213/- for the financial year 2013-14 to IEPF on 12.10.2021. The company has alsotransferred 22800 Equity Shares to IEPF on 09.11.2021. The unclaimed dividend pertainingto the year 2014-15 will be transferred to the IEPF on or before 27.10.2022.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of theCompany and Senior Management Personnel.

The Directors shall follow in letter and spirit the provisions ascontained in section 166 of the Companies Act 2013. They shall also follow generalprinciples of pillars of character. The same with certain variation involving their natureof work applies to the senior management personnel. All the directors of the board andsenior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The Company has formulated and implemented the code of conduct forprevention of insider trading with regard to the securities by directors and designatedperson of the Company as per SEBI (Prohibition of Insider Trading) Regulations 2015 andthe Code of Conduct is posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directorsconfirm that;

(a) in the preparation of the annual accounts for the year ended31.03.2022 the applicable accounting standard had been followed along with properexplanation relating to material departures;

(b) they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31.03.2022 and ofthe profit of the Company for the year on that date;

(c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the Annual Accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record theirgratitude and sincere appreciation for the timely and valuable assistance and supportreceived from Bankers - City Union Bank Limited Axis Bank Limited Share Transfer AgentCustomers Suppliers Shareholders and Regulatory Authorities.

The Board also expresses and records its appreciation for the hard anddedicated efforts of the employees as a team at all levels.

On Behalf of the Board For POLYSPIN EXPORTS LIMITED
S.V. RAVI R.RAMJI
Director Managing Director & CEO
SI : 00121742) (DIN : 00109393)

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