board of directors - shivalik agro poly · 1403-04, rg trade tower ... the board of directors, if...

2 PIONEERS IN PLASTICULTURE

BOARD OF DIRECTORSSH. PANKAJ K. MAHAJAN SH. VIKAS PRATAP, IASChairman & Managing Director Director (Nominee of Punsup)

MRS. ALKA MAHAJAN SH. TUSHAR DASGUPTAVice Chair Person & Director Director

DR. G.D. TYAGI SH. SANJAY GUPTAExecutive Director (Technical & Operations) Director

AUDITORS SH. HOSHIAR SINGHJ.R. KHANNA & COMPANY DirectorChartered AccountantsHouse No. 515 SH. NARESH ARORASector 36, Chandigarh Director

BANKERS SH. M.S. RAGHAVBank of India DirectorAllahabad BankCanara Bank MS. PRIYANKA MAHAJAN

DirectorREGISTERED OFFICE & WORKSPlot No. 1, Sector 3, MR. PRATEEK MAHAJANIndustrial Area, DirectorParwanoo - 173 220 (H.P.) India

MOHALI OFFICEB-45, Industrial Focal Point,Phase-III, S.A.S. Nagar (Mohali)- 160 055PUNJAB

REGIONAL OFFICE1403-04, RG Trade TowerPlot No. B-7, Netaji Subhash Place,Wajirpur District Centre,Pithampura, Delhi- 110034

CONTENTS

Page No.

Notice 3

Directors' Report 5

Management Discussion & Analysis 11

Corporate Governance Report 13

Share Holders Information 17

Auditors' Report 19

Balance Sheet 22

Profit & Loss Account 23

Cash flow Statement 25

Notes to Accounts 27

Proxy Form 51

IMPORTANT COMMUNICATION TO SHAREHOLDERSThe Ministry of Corporate Affairs has taken a “Green Initiative in Corporate Governance” by allowing paperless compliances by companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with their Depository through their concerned Depository Participants as early as possible. Members who have provided their E-mail addresses desire to receive physical copy of the aforesaid documents as well as those members who hold shares in physical form would like to receive the aforesaid documents by E-mail are requested to inform the Company's Registrar and Transfer Agents M/s Abhipra Capital Limited at their E-mail id “[email protected]”.

NOTICE Notice is hereby given that 35th Annual General Meeting of Shivalik Agro Poly Products Ltd. will be held at the Company's Registered Office at Plot No. 1, Sector 3, Industrial Area, Parwanoo (H.P) on Friday, the 31st August, 2012 at 12.30 Noon to transact the following business: -ORDINARY BUSINESS1.To receive, consider and adopt the audited Balance

stSheet as at 31 March, 2012 and the Profit and Loss Account for the period from 01.04.2011 to 31.03.2012 and reports of the Board of Directors and Auditors thereon and compliance certificate in respect of financial year 2011-2012.2. To Declare dividend.3.To appoint a Director in place of Mrs. Alka Mahajan , who retires by rotation, and being eligible offers herself for re-appointment.4. To appoint a Director in place of Ms.Priyanka Mahajan, who retires by rotation, and being eligible offers herself for re-appointment.5. To appoint a Director in place of Mr. Tushar Dasgupta , who retires by rotation, and being eligible offers himself for re-appointment.6.To appoint M/s J.R. Khanna & Co. Chartered Accountants, as Auditors and fix their remuneration.SPECIAL BUSINESS:7.To consider and if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution:

By order of the BoardSHIVALIK AGRO POLY PRODUCTS LTD.

Place: Mohali. PANKAJ K. MAHAJANth

Date: 19 May ,2012 Chairman &Managing Director

NOTES:1. Explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 is enclosed.2. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of himself/herself and the proxy so appointed need not be a member of the Company. A proxy form attached herewith is to be lodged at the Registered Office of the

“RESOLVED THAT Mr. Prateek Mahajan, who was appointed as an additional director of the Company in terms of Section 260 of the Companies Act, 1956 and holds office as additional director until the conclusion of this Annual General Meeting and in respect of whom the Company has received notice in writing under Section 257 of the Companies Act, 1956 proposing his candidature for the office of director, be and is hereby appointed as a director of the Company and liable to retire by rotation ”.

Company 48 hrs. before the time of the meeting.3.The Register of Members and Share Transfer Books of the Company will be closed from 20th August, 2012 to 25th August, 2012 (both days inclusive).4.Members are requested to bring their copies of Annual Reports to the meeting. 5. Subject to the provisions of section 206A of the Companies Act, 1956, dividend, as recommended by the Board of Directors, if approved at the Meeting, will be payable on or after 31st August, 2012 but within the Statutory time limit, to those Members whose names appear in the Register of Members as on 25th August, 2012. In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as per details furnished by the depositories for this purpose.6. Members are requested to notify any change in their address, mandates etc., holding shares in dematerialized form directly to the concerned Depository participant. And in case of shares held in physical form, to the Company's Registrar and Share Transfer Agents, M/s Abhipra Capital Limited Abhipra Complex, A-387, Dilkhush Industrial Area,G.T.Karnal Road, Azadpur, Delhi-110033. 7. Members holding shares in Demat form may please note that the bank account details given by them to their Depository Participants (DPs) and passed on to the Company by such DPs would be printed on the dividend instruments of the concerned members. However, if any Member wants to receive dividend in any other bank account, such Member should change / correct the bank account details with their concerned DPs. The Company would not entertain any request from such shareholders directly for deletion / change in the bank account details printed on the dividend instrument on the basis of information furnished by the DPs to the Company.Members holding shares in physical form are advised to submit particulars of their bank account, viz., name and address of the branch of the bank, 9 digit MICR code of the branch, type of account and account number latest by 25th August, 2012 to the Company or the Registrar, M/s Abhipra Capital Limited Abhipra Complex, A-387, Dilkhush Industrial Area,G.T.Karnal Road, Azadpur, Delhi-110033. 8. Members who hold shares in physical form may nominate a person in respect of all the shares held by them whether singly or jointly. Blank forms will be supplied by the Company on request. Members holding shares in demat form may contact their respective depository participants for recording of nomination.9. Members having multiple folios are requested to intimate to the registrar M/s Abhipra Capital Limited, Abhipra Complex, A-387, Dilkhush Industrial Area,G.T.Karnal Road, Azadpur, Delhi-110033 such folios to enable the Company to consolidate all

3PIONEERS IN PLASTICULTURE

shareholdings into one folio.

11.Appointment / Reappointment of Directors:Information / details as required under the Corporate Governance Code in respect of persons being appointed/reappointed as Directors at this Annual General Meeting is given below:(A) Mrs. Alka Mahajan, a post graduate belongs to promotor group and wife of Mr. Pankaj Mahajan, Chairman & Managing Director of the company. She has been on the board of our company since 2008 and is presently Vice Chairperson and Director, a non executive director. Mrs. Mahajan does not hold any shares in the Company.Besides being on the board of the company, other directorship of Mrs. Mahajan is as under:-

Mrs. Mahajan does not hold membership in any committee.(B) Ms. Priyanka Mahajan, a Commerce and Law graduate, pursuing Master of Laws in International Trade Law belongs to promotor group and Daughter of Mr. Pankaj Mahajan, Chairman & Managing Director of the company. She has been on the board of our company since 2008 as non executive director. Ms. Priyanka Mahajan does not hold any shares in the Company.Besides being on the board of the company, other directorship of Ms. Priyanka Mahajan is as under:-

Ms. Priyanka Mahajan does not hold membership in any committee(C) Mr. Tushar Dasgupta , an

10.Members/Proxies should bring the attendance slips duly filled in for attending the meeting.

P.P.Perfect Pacs Pvt. Ltd.- Di rector and

ShareholderPJM Management Services Pvt. Ltd.- Di rector and

ShareholderShivathene Linopack Pvt. Ltd - Di rector and

Share holderShivalik Prismatic India Pvt. Ltd. Di rector and

ShareholderAPPP Infrastructure Pvt. Ltd. Director and

ShareholderRozelle Cosmetics Pvt. Limted Director and

Shareholder

P.P.Perfect Pacs Pvt. Ltd.- Director PJM Management Services Pvt. Ltd.- Director Shivalik Prismatic India Pvt. Ltd. Director and

ShareholderAPPP Infrastructure Pvt. Ltd. Director and

ShareholderRozelle Cosmetics Pvt. Limted Director and

Shareholder

C.A.I.I.B. and Credit management from IIM Bangalore. He has at his credit a

working experience of aroud 35 Years in Public Sector Banks in various capacities all over the country as Branch Head, Regional/Zonal Head.Mr. Dasgupta has his expertise specially in the areas of Credit, Foreign Exchange,HR and Merchant banking.He

is Non executive independent Director.

He does not hold any directorship in any Company as also membership in any Committee.

P.P.Perfect Pacs Pvt. Ltd.- DirectorPJM Management Services Pvt. Ltd.- DirectorAPPP Infrastructure Pvt. Ltd. DirectorRozelle Cosmetics Pvt. Limted Director and

Shareholder

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.ITEM NO. 7

Board of Directors of the Company. According to the provisions of Section 260 of the Companies Act, 1956, he holds office as director only up to the date of this Annual General Meeting. As required by Section 257 of the Companies Act, 1956, notice have been received from a member signifying his intention to propose his appointment as a director. The Board consider it desirable that the Company should continue to avail itself of his services. Therefore, recommends the resolutions as set out in the notice. None of the directors of the Company except the appointee himself, Mr. Pankaj Mahajan, Mrs Alka Mahajan and Ms Priyanka Mahajan, being relatives are in any way interested and concerned in the resolution.

BY ORDER OF THE BOARDSHIVALIK AGRO POLY PRODUCTS LTD.

Place: Mohali PANKAJ K. MAHAJAN19th May, 2012 Chairman & Managing Director

has joined the board in the capacity of Whole Time Director in August 2007 and remained till July 2008, and presently Mr. Dasgupta does not hold any shares in the Company.

(D) Mr. Prateek Mahajan, Graduate in Microbiology, pursuing Master of Arts in Multimedia Journalism belongs to promotor group and son of Mr. Pankaj Mahajan, Chairman & Managing Director of the company. He has been coopted on the board of our company recently in Jan 2012 as non executive director. Mr. Prateek Mahajan does not hold any shares in the Company.Besides being on the board of the company, other directorship of Mr. Prateek Mahajan is as under:-

Mr. Prateek Mahajan does not hold membership in any committee

Mr. Prateek Mahajan was appointed as an additional th

director on 8 January, 2012 in order to broad basing the


DIRECTORS' REPORT TO THE SHAREHOLDERS

Your Directors have pleasure in presenting its 35th Annual Report together with audited statement of

staccounts for financial year ended 31 March, 2012.

OPERATIONSTurnover during the year under review was Rs. 6719.26 Lac as against Rs. 7678.67 Lac in the previous year.

In the year under review, the Company has earned net profit after taxes of Rs.594.87 Lac as against net profit of Rs.606.43 Lacs in the previous year. There has been dip in the turnover of around 12 % over the last year due to new entrants and competitive pressure in the market and decrease in the demand from RBIL's end. However, the profits before taxes remained at Rs.739.99 Lac as compare to Rs.772.82 Lac in the last year.

FUTURE OUTLOOKDuring the current year, the Company has secured substantial orders in respect of plastic film/fabricated items by way of tenders and Annual Rate Contracts from Government of Punjab and Haryana for their various food procuring agencies. Besides, the company has also secured Annual Rate Contracts for Milk Film from various State Milk Federations . Further, the company has also secured annual rate contract from Rail Coach factory for supply and application of Poly Urethane System. Besides, the company is putting all endeavours to enhance its business in other sector of Industry for its various

products including supply of poly thick sheets to thermal power plants in the country notwithstanding tough market competition. However, the tender business may effect due to competitive market pressure and new entrants.DIVIDENDIn view of the profitability of the company, Your directors are pleased to recommend the dividend @ 10% i.e Rs.1/- per equity share held by the shareholder subject to declaration of the same by the members at their ensuing Annual General Meeting for the financial year 2011-12. The payment of dividend shall be subject to deduction of applicable taxes, if any.

INFORMATION UNDER LISTING AGREEMENT

LISTING FEE: The Company's Security is listed with the Delhi Stock Exchange Association Ltd. Requisite fees has been paid to the Stock Exchange.

MANAGEMENT DISCUSSIONS & ANALYSIS, CORPORATE GOVERENANCEA Management Discussion & Analysis, as also Report on Corporate Governance together with the requisite Certificate confirming compliance of Corporate Governance norms forms part of this Annual Report.

DIRECTORS

During the period, in order to broad base the board of directors of the Company, Mr. Prateek Mahajan was co opted , and is recommended for appointment as he holds office till the conclusion of this Annual General Meeting.

In accordance with the requirements of Companies Act, 1956, Mrs. Alka Mahajan, Ms. Priyanka Mahajan as also Mr. Tushar Dasgupta, Directors retire by rotation and are eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENTStatement under sub-Section (2AA) of Section 217 of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000;

In preparation of the Annual Account:

i) the applicable accounting standards have


(Rs. In Lacs)

2011-2012 2010-2011

Gross Profit before finance cost,

Depreciation and Tax. 831.86 996.08

Less: Finance Cost 63.57 100.90

Depreciation & Amortisation 74.88 138.45 82.61 183.51

Net Profit/(Loss) before tax. 693.41 812.57

Add/Less Transfer From:

Exceptional items 46.58 -39.75

739.99 772.82

Provision for taxation 138.93 162.11

Add:

Deferred Tax Liability/ (Assets) 6.19 4.28

Profit/(Loss) transferred to General

Reserves excluding appropriations 594.87 606.43

FINANCIAL RESULTS

been followed and wherever required, proper explanations relating to material departures have been given.ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken 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) the accounts have been prepared on going concern basis.

INDUSTRIAL RELATIONSIndustrial relations during the year under review have been cordial.

FIXED DEPOSITSFixed deposits accepted by the Company from Public and Shareholders are within the prescribed limit. All deposits that matured were either repaid or renewed.

COMPLIANCE CERTIFICATE Requisite compliance certificate for the year under review duly certified as required u/s 383 A of the Companies Act, 1956 as amended is annexed and forms part of this report.

PARTICULARS OF EMPLOYEESThe Statement of Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is not annexed as no employee of the Company falls under its purview.

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

Information relating to Conservation of Energy,

Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed and forms part of this report.

COST RECORDS

On the stipulation of the Central Government, requisite cost records in the Company effective from the financial year 2011-12 are being maintained, and the compliance report as obtained from the cost auditors shall be filed to the concerned authorities accordingly.

AUDITORSThe Auditors M/s. J.R. Khanna & Co., Chartered Accountants, Chandigarh, hold office till the conclusion of this Annual General Meeting, and shall retire at this Annual General meeting, and are recommended for re-appointment. The auditors have confirmed that their appointment, if made, would be with in the limits prescribed under Section 224(1)(B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to Central Government, State Government, Financial Institutions, Banks and other concerned agencies for their continued support and co-operation extended to the Company from time to time.

Your Directors further express their deep appreciation for the contribution made by employees at all levels towards the growth of the Company.

BY ORDER OF THE BOARDSHIVALIK AGRO POLY PRODUCTS LTD.

Place: Mohali PANKAJ K. MAHAJAN19th May, 2012 Chairman & Managing Director



ToThe Members,Shivalik Agro Poly Products Ltd.,

I have examined the registers, records, books and papers of Shivalik Agro Poly Products Ltd. as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the

stfinancial year ended on 31 March, 2012. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate with the Registrar of Companies.

3. The Company, being a public limited company, comments are not required. Further, the company has minimum paid up capital as prescribed under the Act.

4. The Board of Directors duly met five times threspectively on 26th May, 2011, 29 July,

th2011, 29th October, 2011, 08 January,2012, and 20thJanuary, 2012, in respect of which meetings proper notices were given and the proceeding were properly recorded and signed in the Minutes Books maintained for the purpose.

5. The Company closed its Register of members from 29.08.2011 to 31.08.2011 (both days inclusive) and necessary compliance of section 154 of the Act has been made.

ANNEXURE TO THE DIRECTORS REPORTCOMPLIANCE CERTIFICATE

CIN No. of the Company : L15131HP1976PLC3703 (Regn.No.3703)Nominal Capital : Rs. Five Crore.

6. The annual general meeting for the financial year ended on 31.03.2011 was held on 31.08.2011 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. One extra ordinary general meeting was held on 27.06.2011 during the financial year.

8. The Company has not advanced any loan to its directors or persons or firms or companies referred to under section 295 of the Act.

9. The Company has entered into contracts

failing with in purview of section 297 of the Act but such transactions have been approved by the Board.

10. The Company has made necessary entries in the register maintained under Section 301 of the Act.

11. The company has not entered in to any transactions falling with in the purview of section 314 of the Act.

12. The Board of Directors have approved the issuance of duplicate share certificates during the financial year.

13. The company ;

(i) has delivered all the certificates on lodgment thereof for transfer/ transmission.

(ii) has not deposited any amount in a separate Bank account as no dividend was declared during the financial year.

(iii) has not posted warrants to any members as no dividend was declared during the financial year.

(iv) was not required to transfer the amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for


a period of seven years to Investors Education and Protection fund.

(v) duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and the appointment of Directors and additional directors have been duly made.

15. The Company has re-appointed Managing Director w.e.f. 01-04-2011 u/s 269 of the Companies Act,1956 during the financial year under scrutiny.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued any shares, debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has complied with the provisions of section 58A and 58AA read with companies (Acceptance of Deposits) Rules, 1975 the applicable direction issued by the Reserve Bank of India/any other authority in respect of deposits accepted/renewed

including unsecured loans taken, amounting to Rs.3.22 Lac raised by the company during the year and the company has filed the copy of statement in lieu of advertisement and return of deposits as required with the Registrar of Companies Punjab, H.P. & Chandigarh and other concerned authorities.

24. The amount borrowed by the company from Banks is within the borrowing limits of the Company and that necessary resolutions under section 293(1)(d) of the Act have been passed in duly convened annual general meeting.

25. The Company has made loans and investments, or given guarantees and provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one State to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year .

31. There were no prosecution initiated against or show cause notices received by the Company during the financial year, for offences under the Act

32. The Company has not received any money as security from its employees during the year


under certification as per provisions of Section 417(1) of the Act.

33. The Company has been generally regular in depositing both employee's and employer's contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

Name of Company Secretary:For Arora & Gujral,

Company SecretariesVishal Arora

Company Secretary C.P. No. 3645

ANNEXURE-A

Registers as maintained by the Company under the Companies Act,1956.

1 Register of Deposits under Rules 7 of the Companies (Acceptance of Deposits) Rules, 1975.

2. Register of charges \copies of instruments creating charge -u/s143/136

3. Register of members -u/s 150 4. Minutes Book of General Meetings. -u/s 1935. Minutes Book of Meetings

of Board of Directors -u/s 193 6. Books of accounts -u/s 2097. Register of Directors` Interest. -u/s 3018. Register of Directors, Managing

Director, Manager &Secretary -u/s 3039. Register of Directors share holdings - u/s 307 10. Register of Investments, Loans made;

guarantees given security provided -u/s 372 A.11. Register of renewed and Duplicate Certificates under

rule 7 of the Companies (Issue of Share Certificates) Rules, 1960.

ANNEXURE-B

Forms and Returns as filed by the Company with Registrar stof Companies during the financial year ending 31 March,

2012.

1. Form No. 32 filed u/s 303(2) for appointment and change in designation of Directors filed on 16-04-2011 and 9.09.12 and 14.01.12.

2. Form No. 23 for registration of resolution(s) u/s 192 filed on 21-07-2011.

3. Form no. 17 u/s 138 for satisfaction of charges filed on 08-11-2011.

4. Form no. 8 u/s 125 for registrat ion of creation/modification of charges filed on 09-11-2011.

5. Form No.20B for Part II of Schedule V of the Act, u/s 159 for Annual Return as at 31.08.2011 filed on 24.09.2011

6. Form No. 23AC XBLR & 23ACA XBLR for Balance stsheet as at 31 March, 2011 and Profit and Loss

Account u/s 220 filed on 28.11.2011.7. Form No. 66 for Compliance certificate pursuant to

Rule 3 of the Companies (Compliance certificate) Rules, 2001-financial year 2010-11 filed on 05-09-2011.

st8. Form No. 62 Return of Deposits as at 31 March, 2011 U/s58A for Acceptance/Renewal of Deposits filed with Registrar of Companies filed on 24-07-2011.

9. Form No. 62 for Statement in lieu of advertisement under Rule 4A of Companies (Acceptance of Deposits) Rule, 1975 filed on 08-06-2011.

10. Form No. 23 for the re-appointment of the Statutory Auditors filed on 21.07.2011.

11. Form No. 25C for the re-appointment of Managing Director w.e.f. 01-04-2011 filed on 08-04-2011.

Place: ChandigarhDate:19.05.2012

ANNEXURE TO THE DIRECTORS' REPORTINFORMATION AS PER SECTION 217(I)(e) READ W I T H C O M PA N I E S ( D I S C L O S U R E O F PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRETORS REPORT FOR THE YEAR

st ENDED 31 MARCH, 2012.

1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:- Use of LED flood lights in place of sodium lights. - Installation of servo stabilizer in main plant- To maintain power factor at 0.98(b) Additional investment and proposal, if any, being

implemented for reduction of consumption of energy:One set screw and barrel for main plant and one set for multilayer can be replaced. The cost of two sets is Rs.15 lacs.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:Approximate Rs.25 Lacs/ Annum on full capacity of machines. The life of screw and barrel is approximate two years .

(d) Total Energy consumption and Energy consumption per unit of production as per prescribed Form A.


B. CONSUMPTION PER UNIT OF PRODUCTION

Standard Current Year Previous Year

Products: LDPE Film, LFT, Polyols, Printed

Pouches, Fabricated Goods etc.

Units (Kgs)

Electricity 0.610 0.654

Furnace Oil – --

Coal (Specify Qty) – --

Other (Specify) – --

II. TECHNOLOGY ABSORPTION:

(A) Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company Polyol

2. Benefits derived as a result of the

above R & D still awaited

3. Future plan of action In Adhesive

4. Expenditure on R & D NIL

By order of the Board

SHIVALIK AGRO-POLY PRODUCTS LTD.

Place: Mohali PANKAJ K. MAHAJAN

Dated: 19th May, 2012. Chairman & Managing Director

(a) Capital

(b) Recurring

(c) Total

(d) Total R & D expenditure as a % of total turnover.

(B) Technology Absorption, Adaptation and Innovation

1. Efforts, in brief, made towards Technology absorption, adaptation & innovation N.A.

2. Benefits derived as a result of the

above efforts N.A.

3. Technology imported during the

last 5 years : N.A.

III. FOREIGN EXCHANGE EARNINGS & OUTGO:

(A) Activities relating to exports; initiatives

taken to increase exports; development

of new export markets for products

and services; and export plans: NIL

(B) Total foreign exchange used and earned:

Earned (Rs. In lacs) 760.86

Used (Rs. In lacs) NIL

A. POWER AND FUEL CONSUMPTION----------------------------------------------------------------------------------------------------

Current Year Previous Year

(2011-12) 2010-111. Electricitya) Purchased:

Units 3938522* 4475538*

Total Amount (Rs.) 19736207 20150165

Rate/Unit (Rs.) 5.01 4.50 b) Own Generation:i) Through Diesel Generator

Units 156000 235980

Units per Ltr. of Diesel Oil 3.29 3. 45

Cost/Unit (Rs.) 12.15 10.83(ii) Through steam Turbine/Generators

Units NIL NILUnits per Ltr. Of Fuel Oil/GasCost/Unit (Rs.)

2. Coal (Specify quality and where used) NIL NILQty (tonnes)Total cost average rate

3. Furnace OilQty (K.Ltrs)

Total Amount (Rs.) NIL NILAverage Rate

4. Other Internal Generation

Quantity NIL NILTotal Cost Rate/Unit

*It includes power & fuel utilized in respect of conversion of customer's material.


MANAGEMENT DISCUSSION AND ANALYSIS

1. INDUSTRY REVIEW

Film Unit

Sales of Polythene film for liquid milk packaging and

cap covers/Tarpaulins for storage of food grains &

others are largely thru tenders floated by State

Government Undertakings, i.e milk federations &

food grain procuring agencies. The product has other

various industrial applications also. Demand of the

above depends upon the consumption of milk and

food grains crop production as also the Government

Policies being framed time to time.

SHIVATHENE LINOPACK (SLP) - PU DIVISION

Sales of the products are made partially thru

Government tenders and partially thru open market.

Demand of the product depends upon the overall

growth of the concerned industrial houses.

2. COMPANY'S PERFORMANCE

During the current year, the Company has

successfully executed the Annual Rate contracts and

other orders secured by the company in respect of

plastic film/fabricated items as also for Milk Film from

various food procuring agencies and State Milk

Selling Government Agencies respectively . Besides,

the company has also done business in other Areas of

company's business activities.

earned net profit

after taxes of Rs.594.87 Lac as against net profit of

Rs.606.43 Lacs in the previous year.

There is a dip of around 12% in the turnover of the

company in the year under review as compared to

last year. Further, the company has

Profits before

taxes have been at Rs. 739.99 as compare to Rs.

772.82 Lacs in the previous year.

Employee costs at Rs.6.60 crores (Rs.4.46 crores),

represented 9.82 % of gross operating revenue (last

year 5.81 %).

Material and traded goods expenses at Rs.41.78

crores ( 48.80 crores), represented 62.18 % of net

revenue from operations (last year 63.55%)

Other expenses at Rs. 10.11 crores (Rs. 16.06

crores) represented 14.94 % of gross operating

revenue (last year 20.77 %).

Depreciation and amortising charge for the year was

Rs. 0.75 crores (last year Rs. 0.83 crores).

There has been dip in the turnover due to new

entrants and competitive market. Besides, there has

been regrouping of previous year figures in view of

revision in Schedule VII to the Comapnies Act.

With the retained earnings of fiscal 2011-12, net

worth of the company as on 31st March 2012 rose to

Rs. 37.69 crores (Rs. 33.19 crores) comprising the

components of equity and reserves.

As an outcome of substantial cash flow from

operations, year-end term borrowings from banks

declined to Rs. 2.44 Lacs ( last year -Rs.2.57 crores).

Year-end debtors were Rs.5.56 crores (Rs 7.86

crores). Year-end trade payables were Rs. 1.63

crores (Rs. 3.32 crores). Gross Block and Net Block

of assets respectively stood at 22.20 crores (Rs.

23.80 crores) and Rs.15.37 crores (Rs. 16.44

crores).

The Company has conducted its affairs within the

framework of well-defined business plans which have

provided appropriate guidance and direction to its

employees. Finance & Accounts function is

adequately staffed by professionally qualified and

experienced personnel. The reporting and

monitoring system is elaborate and the same is

reviewed time to time while considering quarterly

business performance. Policies and procedures

Finance burden for the year under review was

Rs.0.64 crores (Rs.1.01 crores).

3. INTERNAL CONTROL SYSTEM AND

ADEQUACY


have been laid down to provide reasonable

assurance that assets are safeguarded from risks of

unauthorized use/disposition and transactions are

recorded and reported with propriety, accuracy and

speed. These aspects of operations are regularly

reviewed and verified by the Company's Statutory

Auditors.

The Company has always been in the process of

keeping the best talent, provide harmonial work

environment, retain achievers and out-performers

and inculcate in the employees loyalty for the

organization. Raising employees' involvement in the

decision making process and grooming them for

leadership positions has been an ongoing process.

Outcome of this is that the Industrial relations have all

along been harmonious and cordial including the

year under review.

OPPORTUNITY, THREATS, BUSINESS RISK

AND CONCERNS

4. HUMAN RESOURCES

5.

Demand of Polythene film used for packaging of milk

and storage of agriculture produce largely depend

upon consumption of milk and food grains crop

production and other factors besides the policies of

the State Government from time to time and overall

industrial growth as it has various other industrial

applications also. Crop production in turn depends

upon timely rains. Sales of Polythene film for liquid milk packing and cap

covers/Tarpaulins for storage of food grains & others

are largely thru tenders floated by State Government

Undertakings, i.e milk procuring & food grain

procuring agencies. Though the plant has a capacity

to produce other variants of polythene films which

has other various uses, the company's sales may

partially hit with the change in policy of the

government in respect of storage of food grains.

Since Polyols and other coatings manufactured by

the company has its various uses in polyurethane

and other industries including automobiles, railways,

defense, its demand largely dependant upon overall

industrial growth and its performance.

6. CAUTIONARY STATEMENT

Statements in the Management Discussion and

Analysis Report describing the Company's

objectives, projections, estimates and expectations

may constitute “forward looking statements” within

the meaning of applicable laws and regulations.

Actual results might differ materially from those either

expressed or implied.


CORPORATE GOVERNANCE REPORT

Shvailk Agro Poly Products Ltd. (SAPL) is committed to good corporate governance, disclosure and transparency

. SAPL gives high priority to core values and ethics. SAPL believes that for a Company to be successful, it must consider itself the custodian and trustee of all its stake-holders.

seeks corporate excellence and profits by offering quality products and services to its esteemed customers. SAPL fosters team spirit amongst employees by continuously raising their involvement & participation in decision making.

1. BOARD OF DIRECTORS

The composition of the Board is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board has strength of eleven Directors; nine being Non-executive Directors, six excluding the Chairman are independent Directors which is the more than 50% of the total strength of the Board being the Chairman is executive one and is from promoters group ; nine are Non-executive Directors, out of which three, belongs to the promoter group and one, past employee. All the Non-executive Directors are highly qualified, possess vast knowledge and professional expertise in administration, accounts, finance,

in all its dealings, and places high emphasis on business ethics

During the year, CRISIL has re-affirmed the rating, (BBB+) for 3rd year 2011 with the slight revision in out look from positive. The rating reflect the benefits that SAPL derives from its promoters industry experience. SAPL

A Report on Corporate Governance along with a requsite Certificate regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

management, banking, and other allied corporate disciplines. They bring independent judgment to the Board's deliberations and decision making. None of the Non-executive Directors has any material pecuniary relationship with the Company, which in their judgment would affect their independence. The Managing Director and Executive Director (Technical & Operations), in their individual capacity, belongs to the Company's Promoter Group.

None of the Directors of the Company are inter-se related to each other except the Chairman & Managing Director as also three family members who are also on the board.

The Board periodically reviews and approves overall strategy, gives guidelines, directions and oversees the functioning of the Management to ensure that the core values and objectives of the Company are met.

Composition of the Board

The names and categories of Directors, the number of Directorships and Committee positions held by them in other companies are given below. None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the companies in which he is a Director.

The details of attendance of the Directors at the Board Meetings during financial year 2011-12 and the last Annual general

stMeeting held on 31 August, 2011 and also the number of other Directorships and Committee Memberships/Chairmanship as on 31st March, 2012 is as follows:

Name of Director Category Financial Year2011-12 at the last Directorships Position held Board Board AGM in other Public in other Meetings Meetings /private Companies.Held Attended Companies* C** M***

Mr. Pankaj Mahajan Executive 5 5 Yes 7 NIL 2(Chairman & Managing Director)

Mrs. Alka Mahajan (Vice Chairperson) Non Executive 5 5 No 6 NIL NIL

Dr. G.D.Tyagi Executive 5 5 Yes 2 NIL NILExe. Director (Technical & Operations)

Mr. Vikas Pratap, IAS Non Executive 5 NIL No 1 NIL NIL

Mr. Sanjay Gupta Non Executive 5 3 No 9 NIL NIL

Mr. M.S.Raghav Non Executive 5 2 No NIL NIL NIL

Mr. Tushar Dasgupta Non Executive 5 1 No NIL NIL NIL

Ms. Priyanka Mahajan Non Executive 5 3 No 5 NIL NIL

Mr. Hoshiar Singh Non Executive 5 2 No NIL NIL NIL

Mr. Naresh Arora Non Executive 5 4 No 1 NIL NIL

Mr. Prateek Mahajan Non Executive 5 1 NA 4 NIL NIL(w.e.f 08.01.2012)

Attendance No of Committee

* Excluding Foreign Company and registered under section 25 of the Companies Act, 1956

**C: Chairman *** M: Member N.A. Not Applicable


2. COMMITTEES OF THE BOARD

Ÿ

Ÿ

Ÿ

Ÿ

Ÿ

Ÿ

Ÿ

Ÿ

Ÿ

(a) Audit Committee

The Audit Committee of the Board comprises of two Non-Executive & Independent Directors and one executive director i.e two third members shall remain independent Directors. The members of the committee are Mr. Naresh Arora, Chairman, Mr.Hoshiar Singh and Mr. Pankaj Mahajan. All the Members of the committee possess vast experience in and knowledge of Corporate Affairs, administration & Finance. The quorum of the committee is two Members who are independent Directors. The Company Secretary is the secretary to the Committee.

The terms of reference of the Audit Committee include the matters specified under Clause 49 II of the Listing Agreement as amended from time to time entered into with Stock Exchanges as well as those specified in section 292 A of the Companies Act 1956, as amended from time to time and inter-alia, includes the following:-

Overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;

Recommending to the Board, the appointment, re-appointment and if required, the replacement of the Statutory Auditors and fixation of their remuneration.

Reviewing with management the Annual Financial Statements before submission to the Board;

Reviewing with management and the Auditors, the adequacy of internal control systems;

Reviewing the adequacy of Internal Audit function;

Discussing with the Auditors any significant finding and follow up on such issues;

Reviewing the findings of any internal investigations by the Auditors in matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and then reporting such matters to the Board;Discussing with Statutory Auditors the nature and scope of audit, as well as any area of concern;

Reviewing the Company's financial and risk management policies

At the meeting of the Audit Committee of the Board, Senior Management is invited to participate in the deliberations. Statutory Auditors also attend these meetings, if need, be and offer their observations on the operations.

During the financial year under review, Five meetings of nd the Audit Committee of the Board was held on 22

th th thApril,2011, 10 May,2011, 25 July,2011, 25 October,2011 thand 18 January, 2012, The Audit committee was

constituted in the month of January,2011.

thThe Audit Committee of the Board also met on 17 May, 2012 prior to the finalization of the Accounts for the financial year ended 31st March, 2012. The gap between two meetings did not exceed four months.

The details of attendance of the members of the Audit Committee is as under:

Name of theMember Director held attended------------------------ ---------------------- ---------------------Mr. Naresh Arora, 5 5Chairman Mr. Hoshiar Singh 5 5

Mr. Pankaj Mahajan 5 5

(b) Shareholder / Investor Grievances Committee

During the financial year ended 31st March, 2012, 2 meetings of the Shareholder / Investor Grievances Committee were held.

No. of Meetings No. of Meetings

This Committee meets as and when required, to approve inter-alia, transfer / transmission of shares, issue of duplicate share certificates and review status of investors' grievances and the functioning of Company's Registrar and Transfer Agents to render effective and quality services to investors.

The Shareholder / Investor Grievances Committee of the Board comprises of three Directors with Mr. Naresh Arora as Chairman, Mr. Pankaj Mahajan and Mr. Tushar Dasgupta as Member Directors.

The quorum of the meeting is 2 directors.

Mr. B.L.Jain, Finance Controller & Company Secretary, is the Compliance Officer of the Company.

The Company received 7( Seven) shareholders' complaints from Stock Exchanges / SEBI / Department of Company Affairs / Registrar of Companies which inter-alia include dividend declaration, non receipt of annual report, transfer/transmission/splitting/ of shares etc. The complaints were duly attended to and the Company has furnished necessary documents / information to the shareholders and other concerned. As of date, there are no pending share transfers pertaining to the year under review.


(C) Remuneration Committee

This Committee had been set up by the Board to review, assess, recommend and approve the compensation package for the Whole-time Director(s).

thDuring the year One meeting was held on 26 May, 2011 and was attended by Mr. Naresh Arora

Remuneration of Directors

This Committee comprises of Mr. Naresh Arora , Chairman, Mr. M.S.Raghav and Mr. Sanjay Gupta. All the Members of the Remuneration Committee of the Board are Non-executive independent Directors.

, Chairman and Mr. M.S.Raghav, Member director

Remuneration paid to Whole-time Directors is broad lined by the Board of Directors, considered/decided by the Remuneration Committee, and ultimately approved by the shareholders at the Annual General Meeting. Non-Executive Independent Directors are paid sitting fee for attending the meetings of the Board of Directors within the prescribed limits as decided by the Board.

Following are the details of Directors, remuneration which comprises of Salary, commission, PF contribution and other perquisits for the year 2011-12.

Name of Director Total Service Contract/

Tenure

Mr. Pankaj Mahajan,

Chairman & Managing

Director

Dr. G.D Tyagi, 9.96 Five years

Executive Director

(Tech.&Oper.)

32.88 Three years

Whole Time Directors Amt.Rs. In Lacs

Non Executive Directors

Name Sitting Com-

fees(Rs.) mission

Mr. Sanjay Gupta 45000.00 NIL

Mr. M.S.Raghav 30000.00 NIL

Mr. Tushar Dasgupta 15000.00 NIL

Ms. Priyanka Mahajan 45000.00 NIL

Mr. Hoshiar Singh 30000.00 NIL

Mr. Naresh Arora 45000.00 NIL

Mrs. Alka Mahajan 60000.00 NIL

Mr. Prateek Mahajan 15000.00 NIL

(w.e.f.08.01.2012)

3. GENERAL BODY MEETINGSDetails of last three Annual General Meetings of the Company are given below:

Financial Date Time Venue No of Year Special

resolutions passed

2008-09 20.08.2009 12.00(Noon Plot NO.1, Sector-3, Industrial Area, Parwanoo.(H.P.) NIL

2009-10 31.08.2010 12.30 Noon Plot NO.1, Sector-3,Industrial Area, Parwanoo.(H.P.) NIL

2010-11 31.08.2011 12.30 Noon Plot NO.1, Sector-3, Industrial Area, Parwanoo.(H.P.) NIL

Pursuant to the provisions of Section 192A of the

Companies Act, 1956, there was no matter required to be

dealt by the Company to be passed through postal ballot.

b) Accounting Treatment

In preparation of the financial statements, the Company

has followed the Accounting Standards issued by the

Institute of Chartered Accountants of India. The significant

accounting policies which are consistently applied are set

out under Note No.2 of the Annual Accounts.

c) Code of Conduct for Directors and Senior

Management

Company's Board has laid down a well-defined Code of

Ethics & Conduct (the “Code”) to be followed by Board

Members and employees of the Company for ethical

professional conduct. The Code is available on the website

of the Company (www.shivathene.com).

All the members of the Board and senior management

personnel have affirmed compliance to the Code of

Conduct as on 31st March, 2011 and a declaration to that

effect signed by the Chairman & Managing Director is

attached and forms a part of this report.

4. DISCLOSURES

a) Transactions with related parties

The Company has not entered into any transaction of

material nature with the promoters, the Directors or the

management that may have any potential conflict with the

interest of the Company. The Company has no subsidiary.

Details of related parties and transaction are furnished

under Sub Note 30.3 a of Note No. 30- Disclosure under

Accounting Standards of the Annual Accounts.


d) Risk Management

The company does not foresee any material risk to be

assessed and minimized, and has taken care of the same,

if any, in case of routine nature. However, in due course,

The company shall put in place the procedures of risk

assessment and its minimization in case of material one.

e) Code of prevention of Insider Practices

In compliance with SEBI's Regulations on prevention of

insider trading, the Company has Instituted a

comprehensive Code of Conduct for prevention of insider

trading. The code lays down guidelines and procedures to

be followed and disclosures to be made, while dealing with

shares of the Company and cautioning all concerned of the

consequences of violations.

f) Instances of non-compliance

There has neither been any non-compliance of any legal

provision of applicable law nor any penalty, stricture

imposed by the Stock Exchanges or SEBI or any other

authorities, on any matters related to capital market during

the last three years.

g) Compliance with Mandatory Requirements

The Company has complied with the mandatory

requirement of the Code of Corporate Governance as

stipulated under clause 49 of the listing agreement with the

Stock Exchanges.

h) Adoption of non-mandatory requirements

i) The Board

The Company does not maintain the office of the non-

executive Vice Chair person. No specific tenure has been

specified for the Independent Directors.

ii) Remuneration Committee

The Company has set up a Remuneration Committee to

review, assess, recommend and approve the

compensation package for the Whole-time Director(s).

iii) Shareholder Rights

Company regularly publishes its quarterly results in the

leading national / regional newspapers as per clause 41 of

the listing agreement. These results are also available on

Company's website www.shivathene.com.

iv) Audit Qualifications

During the financial year under review, there is no audit

qualification in Company's financial statements. The

Company continues to adopt best practices to ensure

regime of unqualified financial statements.

v) Training of Board Members / Mechanism for

evaluating Non-Executive Board Members.

All non-executive Directors are apprised by the Whole-

time Directors / Management Team from time to time for an

overview of Company operations. The Company's Board

of Directors consists of professionals with expertise in their

respective fields and industry. They Endeavour to keep

themselves updated with the trends in economy and

changes in the legislation.

vi) Whistle Blower Policy

Company encourages employees and business

associates to raise their concerns relating to any unethical

business practice at work place with protection against

victimization.

a) In compliance with the requirements of Listing

Agreement, the un-audited/audited financial results are

filed with the Stock Exchanges immediately after they are

taken on record/approved by the Board, published in

Newspapers and are also displayed on the website of the

Company Results are not sent

individually to the shareholders;

b) The official news releases, if any, are displayed on the

Company's website;

c) During the year ended 31st March, 2012, no

presentations were made to institutional investors or

analysts;

d) Management Discussion and Analysis Report forms

part of the Directors' Report.

Covered under separate section in this Annual Report.

5. MEANS OF COMMUNICATION

6. GENERAL SHAREHOLDERS INFORMATION

www.shivathene.com.


SHAREHOLDERS' INFORMATION

1. Annual General MeetingDate : 31st August, 2012Time : 12.30 NoonVenue : Plot No.1, Sector-3,

Industrial Area, Parwanoo.(H.P.)

2. Financial Calendar (tentative) Financial reporting forQuarter ended 30th June, 2012 : 3rd / 4th week of July, 2012Quarter ending 30th Sept., 2012 : 3rd / 4th week of October, 2012Quarter ending 31st Dec, 2012 : 3rd / 4th week of January, 2013

thYear ending 31st March, 2013 : 4 week of May, 2013

3. Book Closure : 20th August, 2012 to 25th August, 2012 (both Days inclusive)4. Dividend Payment : NA.

5. Listing on Stock Exchanges : The Delhi Stock Exchange Ltd. (DSE)Listing fee for 2012-13 of the stock exchange has been paid.

6. Stock Market Data

Month wise high and low price for one equity share of Rs.10/- at DSE are not available being the Exchange is not active since long:

7. Stock Code : -- N.A.

8. Dematerialisation of Shares:

The Company has joined National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) to avail this facility in the year 2004. On date, around 0.73 % of the Company's equity shares are now held in electronic form.

International Securities Identifications Number: INE431G01016 (with NSDL and CDSL)

For Shares held in electronic form, all instructions regarding change of address, nomination, power of attorney etc., should be given directly to their Depository Participants and the Company will not entertain any such requests directly from shareholders. However in case the shares are held in physical form the same can be addressed to either the company or the Registrar & Share Transfer Agents.

9. Transfer System for physical shares

Share transfer would be registered & returned within a period of 30 days from the date of receipt, if the documents are clear in all respect.

Total No. of shares transferred during 2011-12 was 7300 including transmission of 1350 shares (Previous Year- total 47072)

Income Tax PAN mandatory for Transfer/ Transmission/ Deletion/Transposition of securities held in physical form.

The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DOP/Cir-05/2009 dated 20th May, 2009 and SEBI/MRD/DOP/SE/RTA/Cir-03/2010 dated 7th January, 2010 has made it mandatory to furnish a copy of Income Tax PAN Card to the Company / the Registrar and Share Transfer Agent for Transfer / Transmission / Deletion / Transposition of securities held in physical form.


10. Share Transfer & other Communication Shivalik Agro Poly Products OR M/s Abhipra Capital regarding Share Certificate, Dividends Limited Limited and Change of Address etc. may be B-45, PhaseIII, Industrial Abhipra Complex, addressed to: Area, Mohali- 160 055 A,387, Dilkhush Ind.

Tele: 0172-2227088-89 Area,G.T.Karnal Road,Azadpur, Delhi-110033

Fax: 0172-2270349 Tele:011-42390851011-42390831

11. Shareholding Pattern as on 31st March,2012

Category No of shareholders Voting Strength No of shares held

Promoter &Promoter Group 5 74.90 6,63,546

State Govt. Undertaking 1 2.82 25,000

Bodies Corporate 8 0.12 1,050

Public 299 22.16 1,96,404

313 100 8,86,000

12. Distribution of Shareholding as on 31st March,2012

No of equity shares held No of shareholders No of shares % of shareholdings

1-100 183 13742 1.56

101-200 49 9320 1.05

201-500 51 21570 2.43

501-1000 14 11767 1.33

1001-5000 8 21773 2.46

5001-above 8 807828 91.17

Total 313 886000 100.00

13. The Company has not issued any GDRs/ADRs/ Warrants or any convertible instruments.

14. Plant Location : Plot No.1, Sector-3, Industrial Area, Parwanoo.(H.P.)173220

15. Investor queries etc. with respect to the financial statements and secretarial matters may be addressed to:Mr. B.L.JainFinance Controller & Company SecretaryShivalik Agro Poly Products LimitedPlot no. B-45, Phase III, Industrial AreaMohali – 160 055Tele: 0172-2227088-89 Fax: 0172-2270349 Email : [email protected]

16. Website Add

To the Members of Shivalik Agro Poly Products LimitedWe have examined the compliance of conditions of Corporate Governance by Shivalik Agro Poly Products Limited, for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with Stock Exchange(s) in India.The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the

ress : www.shivathene.com

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Arora & Gujral. Company Secretaries

Place: Chandigarh Dated: 19th May, 2012 Vishal Arora

Company SecretaryCP.NO.3645:

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT

I, Pankaj K. Mahajan, Chaiman & Managing Director of Shivalik Agro Poly Products Limited declare that all the Directors and Senior Management Personnel of the Company have affirmed compliance with Company's code of conduct for the financial year ended 31st March, 2012.

Place: Mohali Pankaj MahajanthDated: 19 May, 2012 Chairman & Managing Director


INDEPENDENT AUDITOR'S REPORT

To

The Members of Shivalik Agro Poly Products LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of the Shivalik Agro Poly Products Limited, which comprise the Balance Sheet as at March 31, 2012, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the 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:(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Company Act, 1956 we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.2. As required by section 227(3) of the Act, we report that:a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;e) On the basis of written representations received from the directors as on March 31, 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Place: Chandigarh Anil KhannaDated: May 19, 2012 Proprietor–M.No. 083275

J.R. Khanna & Co.Chartered AccountantsFRN 004315N


ANNEXURE

Referred to in paragraph 1 of our report of even date:

(I) a) The company is maintaining proper records to show full particulars including the quantitative details of Fixed Assets.b) As explained to us that the management has physically verified the major fixed assets of the company in a phased manner, designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of the assets. No material discrepancies were noticed on such verification.c) As per the information and explanations given to us no substantial part of the fixed assets have been disposed off during the year, which affect the ability of the company to continue as a going concern.

(ii) a) The stock of Finished Goods, Stores, Spare Parts and Raw Material lying in the factory (other than stock in transit) have been Physically verified by the management during /at the year-end. In our opinion and according to information and explanations given to us the frequency of physical verification is reasonable.b) In our opinion and according to the information and explanations given to us, the procedures of the physical verification of stock followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of its inventories and the discrepancies noticed on such physical verification between the physical and book stock were not material and have been adequately dealt with in the books of accounts.

(iii) a) The Company had taken loan in from of unsecured deposit from one person (jointly with other party) covered in register maintained under section 301 of the Companies Act, 1956. The maximum Amount involved during the year was Rs. 2.87 lacs and the year end balance of loans taken from such party was Rs. 2.87 lacs. There are no loans granted to such concerns/persons

other than in the course of business activity against supplies to be made to the company.b) In our opinion and according to the information and explanations given to us the rate of interest and other terms and conditions on which loan have been taken from companies firms or other parties listed in the register maintain under section 301 of the Companies Act, 1956 are not prime facie prejudicial to the interests of the company.c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.d) As per the information and explanations given to us, there is no overdue loan amount taken from companies firms or other parties listed in the register maintain under section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchases of Inventories, Fixed Assets and for the Sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5 lacks in respect of any party during the year have been made at the prices which are prime facie reasonable having regard to the prevailing market prices at the relevant time, except for sale/ services of specific nature where no comparison of prices could be made as the company informed us that there are no comparable market prices/alternative source of supply.

(vi) In our opinion and according to information and explanations given to us, the provisions of section 58A and 58AA of the Companies Act,1956 and the Companies (Acceptance of


Deposit) Rules, 1975 with regard to the deposits are properly complied by company. As per information given to us, no order has been passed by the Company Law Board which requires compliance by the company.

(vii) In our opinion, the Internal Audit functions carried out during the year internally by the company itself have been commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) a) The company is regular in depositing with appropriate authorities the undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise

stDuty & Cess were in arrears, as at 31 March, 2012 for a period of more than six months from the date they become payable.c) Acco rd i ng t o i n f o rma t i on and explanations given to us, there were no disputed amounts pending deposit in respect of Excise Duty, Service Tax, Sales Tax, Income Tax, Custom Duty or Cess during the year.

(x) In our opinion, the company has no accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by our audit and the immediately financial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to the banks or financial institutions. There are no debentures issued by the company.

(xii) The company has not granted loans and advances on the basis of the security by way of pledge of Share, Debentures and other

Securities.(xiii) In our opinion, the company is not a chit fund

or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvi) According to information and explanation given to us and on an overall examination or the balance sheet of the company, we report that no fund was raised on short term basis have been used for long term investments.

(xvii) According to information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in register maintained under section 301 of the Companies Act, 1956.

xviii) According to information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

xix) According to information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

xx) According to information and explanations given to us, during the period covered by our audit report, the company has not made any public issue.

xxi) According to information and explanations given to us, no fraud or by the company has been noticed or reported during the course of our audit.

Place: Chandigarh Anil KhannaDated: May 19, 2012 Proprietor-M.No. 083275

J.R. Khanna & Co.Chartered AccountantsFRN 004315N


PARTICULARS NOTE NO. AS AT AS ATMarch 31, 2012 March 31, 2011

A EQUITY AND LIABILITIES ` `1 Shareholders’ funds

(a) Share capital 3 88,60,000 88,60,000 (b) Reserves and surplus 4 36,80,45,353 32,30,73,494 (c) Money received against share warrants - 0 Total (1) 37,69,05,353 33,19,33,494

2 Share application money pending allotment 0 0 3 Non-current liabilities

(a) Long-term borrowings 5 2,44,306 2,57,23,957 (b) Deferred tax liabilities (net) 30.6 1,00,99,113 5,95,062 (c) Other long-term liabilities 6 0 0 (d) Long-term provisions 7 0 0 Total (3) 1,03,43,419 2,63,19,019

4 Current liabilities(a) Short-term borrowings 8 73,26,804 5,71,68,747 (b) Trade payables 9 1,63,29,283 3,31,82,050 (c) Other current liabilities 10 17,98,134 14,62,554 (d) Short-term provisions 11 10,29,731 0 Total (4) 2,64,83,952 9,18,13,351 Grand Total (1+2+3+4) 41,37,32,724 45,00,65,864

B ASSETS1 Non-current assets

(a) Fixed assets 12(i) Tangible assets 12.A 15,36,00,233 16,43,33,856 (ii) Intangible assets 12.B 83,403 1,00,650 (iii) Capital work-in-progress - 0 0 (iv) Intangible assets under development- - 0 (v) Fixed assets held for sale - 0 0

(b) Non-current investments 13 53,98,000 54,11,000 (c) Deferred tax assets (net) 30.6(d) Long-term loans and advances 14 8,43,90,893 8,79,64,309 (e) Other non-current assets 15 0 0 Total (1) 24,34,72,529 25,78,09,815

2 Current assets(a) Current investments 16 0 0 (b) Inventories 17 6,64,40,298 9,03,69,781 (c) Trade receivables 18 5,56,21,999 7,85,61,577 (d) Cash and cash equivalents 19 4,31,90,499 1,37,25,003 (e) Short-term loans and advances 20 48,53,482 94,35,159 (f) Other current assets 21 1,53,917 1,64,529 Total (2) 17,02,60,195 19,22,56,049 Grand Total (1+2) 41,37,32,724 45,00,65,864 Corporate Information and Significant 1&2Accounting Policy See accompanyingnotes forming part of the Balance Sheet

BALANCE SHEET AS AT SATURDAY, MARCH 31, 2012

B.L. Jain Ashok Mittal Dr. G.D. TyagiFINANCE CONTROLLER CHIEF GENERAL MANAGER EXECUTIVE DIRECTOR & COMPANY SECREATARY COMMERCIAL TECHANICAL & OPERATIONS

Tushar Dasgupta Alka Mahajan Pankaj MahajanDIRECTOR VICE CHAIRPERSON&DIRECTOR CHAIRMAN & MANAGING DIRECTOR

as per our report of even date attachedJ.R.Khanna & Co.

Chartered Accountants(FRN 004315 N)

Place: Chandigarh Anil KhannaDated This Day Of 19th Of May, 2012 Proprietor

M.NO. 083275


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED SATURDAY 31 MARCH, 2012

PARTICULARS NOTE NO. FOR THE YEAR ENDED FOR THE YEAR ENDED

Saturday,March 31, 2012 Thursday,March 31,2011

A CONTINUING OPERATIONS ` `

1 Revenue from operations (gross) 22 68,38,70,583 77,74,55,641

Less: Excise duty 22 11,944,719 95,88,036

Revenue from operations (net) 67,19,25,864 76,78,67,605

2 Other income 23 4,859,883 51,98,304

3 Total revenue (1+2) 67,67,85,747 77,30,65,909

4 Expenses

(a) Cost of materials consumed 24 41,30,12,081 48,22,81,205

(b) Purchases of stock-in-trade 24.a 4,828,779 56,74,783

(c) Changes in inventories of finished

goods, work-in-progress and stock-in-trade 24.b 86,72,294 (1,96,88,165)

(d) Employee benefits expense 25 6,59,90,773 4,45,79,979

(e) Finance costs 26 63,57,059 1,00,90,229

(f) Depreciation and amortisation expense 12.C 74,88,028 82,61,661

(g) Other expenses 27 10,10,95,298 16,06,09,483

Total expenses 60,74,44,312 69,18,09,175

5 Profit / (Loss) before exceptional and

extraordinary items and tax (3 - 4) 6,93,41,435 8,12,56,734

6 Exceptional items - Income /(Expense) 28.a 46,58,186 (39,74,604)

7 Profit / (Loss) before extraordinary

items and tax (5+ 6) 7,39,99,621 7,72,82,130

8 Extraordinary items 28.b - -

9 Profit / (Loss) before tax (7 ± 8) 7,39,99,621 7,72,82,130

10 Tax expense:

(a) Current tax expense for current year 1,38,92,768 1,62,10,520

(b) Deferred tax 6,19,070 4,28,850

1,45,11,838 1,66,39,370

11 Profit / (Loss) from continuing

operations (10-11) 5,94,87,783 6,06,42,760

B DISCONTINUING OPERATIONS

12.I Profit / (Loss) from discontinuing

operations (before tax) - -

12.ii Gain / (Loss) on disposal of assets /

settlement of liabilities

attributable to the discontinuing operations - -

12.iii Add / (Less): Tax expense of discontinuing

operations - -

(a) on ordinary activities attributable to the

discontinuing operations

(b) on gain / (loss) on disposal of assets /

settlement of liabilities

13 Profit / (Loss) from discontinuing

operations (13.I + 13.ii + 13.iii) - -

14 Profit / (Loss) for the year (11 ± 13) 59,487,783 60,642,760

15.I Earnings per share (of `10 /- each):

(a) Basic

(i) Continuing operations 30.5.a 67.14 68.45

(ii) Total operations 30.5.b 67.14 68.45

(b) Diluted

(i) Continuing operations 30.5.a 67.14 68.45

(ii) Total operations 30.5.b 67.14 68.45


15.ii Earnings per share (excluding

extraordinary items) (of `10/- each):

(a) Basic

(i) Continuing operations 30.5.c 67.14 68.45

(ii) Total operations 30.5.d 67.14 68.45

(b) Diluted

(i) Continuing operations 30.5.c 67.14 68.45

(ii) Total operations 30.5.d 67.14 68.45

See accompanying notes forming part

of the financial statements





Place: Chandigarh Anil KhannaDated This Day Of 19th Of May, 2012 Proprietor

M.NO. 083275


CASH FLOW STATEMENT FOR THE YEAR ENDED SATURDAY, 31 MARCH, 2012

Particulars

Saturday, March 31, 2012 Thursday, March 31,2011` ` ` `

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax 7,39,99,621 7,72,82,130

Adjustments for:

Depreciation and amortisation 74,88,028 82,61,661

Profit /(Loss) on Sale of Asset (3,029) 6,31,056

Assets Written Off 2,01,090 11,86,364

Finance costs 63,57,059 1,00,90,229

Interest income (6,97,878) (8,34,604)

Provision for Diminution in Investment Written back (1,17,000) -

Provision for Doubtful Debts Written Back (44,26,542) 36,31,369

Rental income from Properties (41,62,005) (38,25,820)

Utilisation out of revaluation and capital reserve for

Depreciation (2,72,360) (2,72,360)

43,67,363 1,88,67,895

Operating profit / (loss) before working capital changes

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories 2,39,29,483 (3,05,73,057)

Trade receivables 2,73,66,120 4,25,99,953

Long-term loans and advances 1,53,87,079 (5,87,99,964)

Other non-current assets - -

Short-term loans and advances 45,81,677 1,84,726

Other current assets 10,612

Adjustments for increase / (decrease) in operating liabilities:

Trade payables (1,68,52,767) (3,49,59,587)

Other current liabilities 3,35,580 5,47,57,784 (40,33,762) (8,55,81,691)

13,31,24,768 1,05,68,334

Cash flow from extraordinary items -

Cash generated from operations 13,31,24,768 1,05,68,334

Net income tax (paid) / refunds 1,38,92,768 1,62,10,520

Net cash flow from / (used in) operating activities (A) 11,92,32,000 (56,42,186)

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital

advances (1,32,62,367) (1,47,01,659)

Proceeds from sale of fixed assets 1,84,633 2,20,56,605

Inter-corporate deposits (net)

Bank balances not considered as Cash and cash

equivalents

- Placed (76,54,474) (76,47,753)

- Matured 76,47,753

Proceeds from sale of long-term investments

- Others 1,30,000

Interest received

- Others 6,97,878 8,34,604

Rental income from properties 41,62,005 38,25,820

(80,94,572) 43,67,617

Cash flow from extraordinary items -

(80,94,572) 43,67,617

Net income tax (paid) / refunds - -

Net cash flow from / (used in) investing activities (B) (80,94,572) 43,67,617

For the year ended For the year ended


CASH FLOW STATEMENT FOR THE YEAR ENDED SATURDAY,MARCH 31, 2012

Notes: The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.

Particulars For the year ended 31 March, 2012 31 March, 2011

` ` ` `C. Cash flow from financing activitiesRepayment of long-term borrowings (2,54,79,651) (1,45,59,844)Net increase / (decrease) in working capital borrowings (4,98,56,209) 1,32,62,788 Proceeds from other short-term borrowings 14,266 Repayment of other short-term borrowings - Finance cost (63,57,059) (1,00,90,229)Dividends paid - Tax on dividend - (8,16,78,653) (1,13,87,285)

Cash flow from extraordinary items - -

Net cash flow from / (used in) financing activities (c) (8,16,78,653) (1,13,87,285)Net increase / (decrease) in Cash and cash equivalents(A+B+C) 2,94,58,775 (1,26,61,854)Cash and cash equivalents at the beginning of the year 60,77,250 1,87,39,104 Cash and cash equivalents at the end of the year 3,55,36,025 60,77,250 Reconciliation of Cash and cash equivalents with the Balance Sheet:Cash and cash equivalents as per Balance Sheet (Refer Note 19) 4,31,90,499 1,37,25,003 Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements (give details) (76,54,474) (76,47,753)Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) included in Note 19 3,55,36,025 60,77,250 Add: Current investments considered as part of Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) (Refer Note (ii) to Note 16 Current investments) - Cash and cash equivalents at the end of the year 3,55,36,025 60,77,250 Comprises:(a) Cash on hand 9,06,352 5,00,047 (b) Cheques, drafts on hand(c) Balances with banks(i) In current accounts 75,05,225 53,55,657 (iii) In deposit accounts with original maturity of less than 3 months 2,71,24,448 2,21,546

3,55,36,025 60,77,250 See accompanying notes forming part of thefinancial statements

For the year ended





Anil KhannaPlace: Chandigarh ProprietorDated: This Day Of 19th Of May, 2012 M.NO. 083275


Notes forming part of the financial statements

Note Particulars

1 Corporate informationThe company was incorporated in the year 1976 and established as a pioneering venture in India for the manufacture of Low Density Polyethylene wide width film for use in Agriculture, Agricultural/Industrial Storage Covers & irrigation - Water Management. In the year 2009, a new Unit No. II was set up, at Parwanoo Village Kamali, to manufacture monolayer plastic polyethylene films and its allied products/fabricated items. Shivathene Linopack, A unit of the company manufactures Polyols and PU Systems for Polyurethane Industry, at its works located at Parwanoo (H.P) Polyurethanes are very versatile and their nature varies depending upon the additives contained in the polyol part of polyurethane system. Sh iva thene L inopack , i s engaged in manufacturing of Polyols /Polyurethanes systems for Rigid Polyurethane Foam, Cold Cure Foam, Integral Skin Foam, Coating, Cable Jointing Compounds, Pot t ing & Encapsula t ion Compounds for Electrical and Electronic components, Elastomers and Polymer Concrete. Bes ides the above, the Company is manufacturing special grade coatings and supplying the same to Railways and Defence services. It has application in the automobile industries also. The company also entered into a manufacturing agreement in the year 2003 & 2004 with M/s Reckitt Benckiser (India) Ltd. to operate and manage their activities setup at the works of the company at Parwanoo to manufacture household liquid cleaners such as Harpic, Colin, Teepol, and Lizol, as also Dettol antiseptic and skin care range of bathing soaps.

2 Significant accounting policies 2.01 Basis of accounting and preparation of

financial statementsThe financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention except for land and building acquired before 1 April, 1990, that are carried at revalued amounts less the depreciation charged. The accounting policies adopted in the preparation of the financial

statements are consistent with those followed in the previous year.

2.02 Use of EstimatesThe presentation of financial statements in conformity with the Generally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results between the actual results and estimates are recognised in the period in which the results are known /materialised.

2.03 Fixed Assets - Tangible and Intangible, Depreciation and AmortisationFixed assets are stated at cost of acquisition or construction or as Re-valued less Depreciation (Refer to note below Schedule of Fixed Assets). Borrowing and other costs which are attributable to the assets' acquisition or construction, for the period up to the date when asset is ready for use, are accumulated to the asset's cost of acquisition or construction.Depreciation is provided for on the straight line method at the rates and in the manner prescribed by Schedu le X IV to the Compan ies Act,1956,except in the case of revalued assets and those in respect of which Company received grant where depreciation attributable to such portion has been charged against the Revalution Reserve and Capital Reserve,respectively. Lease Hold Land is amortised over the duration of the leaseIn Respect of machinery received in grant the value thereof is capitalized at the prevailing exchange rate as on the date of arrival at site and equivalent amount credited to capital reserve.No depreciation is however provided on such machinery in accounts in the absence of actual cost to the Company.Advances for Capital Items where the related risks and rewards are not transferred to the company are considered as the capital advances under loans and advances.

2.04 Valuation of InvestmentsLong-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.


2.05 InventoriesInventories are valued as below after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.Basis of ValuationRaw Materials, stores, spares and consumables - At CostWork-in-Progress (WIP)- At Estimated CostFinished goods - Cost or Realisable value w.e. is lessIn the earlier years the inventory of Raw Material included Rs. 1527136 on account of CENVAT. However in order to bring the basis of valuation in accordance with the Accounting Standard AS2 - Valuation of Inventories, the closing stock has been valued excluding the CENVAT with the corresponding exclusion in the pruchase cost. This change has no impact on the profit and loss account.

2.06 Sundry Debtors and AdvancesSpecific debts and advances identified as irrecoverable or doubtful are written off or provided for.

2.07 Revenue RecognitionSale of goodsSales are recognised, net of returns , on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax.

Income from services Revenues from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred and accepted by the client. Foreseeable losses on such contracts are recognised when probable.

Government grants, subsidies and export incentivesGovernment grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same."Government grants in the nature of promoters' contribution like investment subsidy, where no repayment is ordinarily expected in respect thereof, are treated as capital reserve.Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis."

2.08 Employee benefitsEmployee benefits include provident fund, gratuity fund, compensated absences.Defined contribution plansThe Company's contribution to provident fund are considered as defined contribution plans and are charged as an expense as they fall due based on the amount of contribution required to be made to the LIC through the recognised trust.

Defined benefit plansFor defined benefit plans in the form of gratuity fund the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date by LIC. As the funded assets are more than the accrued liability in the case of Gratuity, no further provision is made except to the extent of contribution made to LIC as per their demand. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes."The undiscounted amount of employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include compensated absences which are accounted as under :(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and(b) in case of non-accumulating compensated absences, when the absences occur."

2.09 Research and Development ExpensesRevenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are also charged to the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to


creating, producing and making the asset ready for its intended use. Fixed assets utilised for research and development are capitalised and depreciated in accordance with the policies stated for Tangible Fixed Assets and Intangible Assets.

2.10 Foreign Currency transactionsDate of transaction is taken as the basis for rate of exchange for accounting of all the transactions entered in foreign currency and any differences arising on such transactions is treated as income or expense ,as the case may be, in the period in which they arise.

2.11 Joint venture operationsInterest in Jointly Controlled Entity has been accounted for as an investment in accordance with the Accounting Standard (AS) 13 - Accounting for investments

2.12 Foreign currency transactions and translations Initial recognitionTransactions in foreign currencies entered into by the Company and its integral foreign operations are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date"Foreign currency monetary items (other than derivative contracts) of the Company and its net investment in non-integral foreign operations outstanding at the Balance Sheet date are restated at the year-end rates."

Treatment of exchange differencesExchange differences arising on settlement / restatement of short-term foreign currency monetary assets and liabilities of the Company and its integral foreign operations are recognised as income or expense in the Statement of Profit and Loss.

2.13 Cash and cash equivalents (for purposes of Cash Flow Statement)Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.14 Cash flow statementCash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items

and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.15 Borrowing costsBorrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.16 Segment reportingThe Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

2.17 Leases"Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value and the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss as and expense."


2.18 Earnings per shareBasic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.19 Taxes on incomeCurrent tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, will be considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT has not been recognised as an asset in the Balance Sheet the same will be recognised when it is probable that future economic benefit associated with it will flow to the Company. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable

income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.Current and deferred tax relating to items directly recognised in equity or reserves are recognised in equity and not in the Statement of Profit and Loss.

2.20 Insurance claimsInsurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

2.21 Service tax input creditService tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credits.

2.22 Impairment of assetsThe carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets or assets funded by grant.

2.23 Provisions and contingenciesA provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.


Particulars As at Saturday, March 31, 2012 As at Thursday, March 31, 2011 Number of shares ` Number of shares `

(a) AuthorisedEquity shares of Rs. 10/- each with voting rights 49,00,000.00 4,90,00,000.00 49,00,000.00 4,90,00,000.00 Cumulative Preference shares of Rs.100/- each 10,000.00 10,00,000.00 10,000.00 10,00,000.00

5,00,00,000.00 5,00,00,000.00 (b) Issued Equity shares of Rs.10/- each with voting rights 8,86,000.00 88,60,000.00 8,86,000.00 88,60,000.00

(c) Subscribed and fully paid upEquity shares of Rs.10/- each with voting rights 8,86,000.00 88,60,000.00 8,86,000.00 88,60,000.00

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 3 SHARE CAPITAL

Particulars

Notes:(I) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Balance Fresh issue Bonus ESOP Conversion Buy back Other changes Closing Balance

Equity shares with voting rightsYear ended as on As at Saturday,March 31, 2012- Number of shares 8,86,000 - - - - - - 8,86,000- Amount (`) 88,60,000 - - - - - - 88,60,000Year ended as on As at Thursday,March 31, 2011- Number of shares 8,86,000 - - - - - - 8,86,000- Amount (`) 88,60,000 - - - - - - 88,60,000

(give details)

(ii) All Equity shares are with voting rights

(iii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:

Particulars Equity shares

with with convertible convertible preference

voting rights differential preference shares preference shares shares

voting rights

NOT APPLICABLE

Equity shares Compulsorily Optionally Redeemable

(iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder Saturday, March 31, 2012 Thursday, March 31,2011

Number of % holding in that Number of % holding in that shares held class of shares shares held class of shares

Equity shares with voting rightsMr. Pankaj Mahajan 569127 64.24 569127 64.24P.P. Perfect Pacs Private Limited 85679 9.67 85679 9.67


Note 4 Reserves and surplus

Particulars Saturday, March 31, 2012 Thursday, March 31,2011

(a) Capital reserve

Opening balance 1,77,38,036 1,79,66,368

Add: Additions during the year (give details) - -

Less: Utilised / transferred during the year (give details)

Impairment of Assets acquired under grant w/off -43,28,852

Utilised for set off against Depreciation -2,28,332 -2,28,332

Closing balance 1,31,80,852 1,77,38,036

(b) Capital Reserve - Subsidy

Opening balance

Land Subsidy from H.P.Government 1,78,882 1,78,882

Subsidy (Central Capital Investment Subsidy Scheme, 2003) 14,90,119 14,90,119

Secured by the charge on the Fixed Assets of the Company in

case certain conditions are not fulfilled

Closing balance 16,69,001 16,69,001

(c) Revaluation reserve

Opening balance 32,42,120 32,86,148

Add: Addition on revaluations during the year - -

Less: Utilised for set off against depreciation -44,028 -44,028

Written back / other utilisations during the year (give details) - -

Closing balance 31,98,092 32,42,120

(d) General reserve

Opening balance 30,04,24,337 23,97,81,577

Add: Transferred from surplus in Statement of Profit and Loss 4,95,73,071 6,06,42,760

Less: Utilised / transferred during the year for:

Issuing bonus shares - -

Others (give details) - -

Closing balance 34,99,97,408 30,04,24,337

(e) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance - -

Add: Profit / (Loss) for the year 5,94,87,783 6,06,42,760

Less: Interim dividend - -

Dividends proposed to be distributed to equity shareholders

(` 1/- per share of

Rs. 10 each - Previous Year Rs. Nil ) -8,86,000 -

Tax on Proposed dividend -1,43,731 -

Deferred Tax Liability of earlier years -88,84,981 -

Transferred to:

General reserve -4,95,73,071 -6,06,42,760

Closing balance - -

Total 36,80,45,353 32,30,73,494

` `


NOTE 5 LONG-TERM BORROWINGS


` `

(a) Term loans

From banks

Secured 2,44,306 2,57,23,957

Unsecured 0 0

2,44,306 2,57,23,957

Total 2,44,306 25,72,39,57

Particulars

Notes:

(I) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-

term borrowings:

Particulars Terms of repayment Saturday, March 31, 2012 Thursday, March 31, 2011

and security* Secured Unsecured Secured Unsecured

` ` ` `

Term loans from banks:

Bank Of India: Secured against Plant & Machinery &

Building of Multilayer

Unit - ROI - BR+1.75% 0 13,50,054

Allahabad Bank Secured against Hypothecation of

Plant and Machinery of Unit II and

other assets including Building

relating there to situated at

Plot No 1A, Sector 1A, Parwanoo -

Instalment of Rs. 6.25 Lacs -

Repayable in 60 monthly instalment

starting July 2009 - ROI - BR +1.75% 2,44,306 2,43,73,903

Total - Term loans

from banks 2,44,306 0 2,57,23,957 0

(ii) Details of long-term borrowings guaranteed by some of the directors or others:

Particulars Saturday, March 31, 2012 Thursday, March 31, 2011` `

Bonds / debentures - -

Term loans from banks 244306 25723957

(iii) For the current maturities of long-term borrowings, refer items (a) and (b) in Note 10 Other current liabilities.


Note 6 Other long-term liabilities

Particulars Saturday, March 31, 2012 Thursday, March 31,2011` `

(a) Trade Payables: * (i) Acceptances - - (ii) Other than Acceptances - - (b) Others:

Total - -

Note 7 Long-term provisions


Total - -

Note 8 Short-term borrowings

Particulars Saturday, March 31, 2012 Thursday, March 31,2011 ` `

(a) Loans repayable on demandFrom banks Secured 70,03,854 5,68,60,063 Unsecured - -

(b) Deposits Secured - - Unsecured 3,22,950 3,08,684

Total 73,26,804 5,71,68,747

Notes:(I) Details of security for the secured short-term borrowings:

Particulars Nature of security As at 31 March, 2012 As at 31 March, 2011` `

Loans repayable on demandfrom banks:Bank of India Secured by Joint Hypothecation of

Raw Material, Finished Goods, Workin Progress, Stores and Book Debts and charge on Fixed Assets of Plastic Dvision and equitable mortgage of Plot No 1, Parwanoo (HP) - Jointly with other banks - ROI - BR +1,75% 0 2,29,00,119

Allahabad Bank Same as above 13,31,820 1,17,25,004

Canara Bank Same as above 56,72,034 2,22,34,940 Total - from banks 70,03,854 5,68,60,063 Deposits:Public deposits 3,22,950 3,08,684

Total 73,26,804 5,71,68,747

(ii) Details of short-term borrowings guaranteed by some of the directors or others:

Particulars As at 31 March, 20X2 As at 31 March, 20X1 ` `

Loans repayable on demand from banks 70,03,854 5,68,60,063



Trade payables:Acceptances - 1,49,15,243.00 Other than Acceptances 1,63,29,283.00 1,82,66,807.00

Total 1,63,29,283.00 3,31,82,050.00

Note 9 Trade payables

Note 10 Other current liabilities


(a) Interest accrued but not due on borrowings 24,780.00 46,620.00 (b) Other payables - (I) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) 15,66,865.00 12,26,175.00 (ii) Trade / security deposits received 2,06,489.00 1,89,759.00

Total 17,98,134.00 14,62,554.00Note 11 Short-term provisions


(i) Provision for proposed equity dividend 8,86,000.00 - (ii) Provision for tax on proposed dividends 1,43,731.00 -

Total 10,29,731.00 -

12Aat through as held increase foreign cost off as as at "

Thursday, business for sale currency capitalised obsolete Saturday,March 31, combinations exchange March 31,

2011 differences 2012

(a) Land Freehold 8,37,568 8,37,568 Freehold (Agricultural) 6,051 6,051 Leasehold 3,79,78,037 37,978,037 (b) Buildings Own use 9,47,00,478 9,47,00,478(c) Plant and Machinery(Including Installation,Freight, Commissioning,Pre-operative and other related capital cost)OwnedFilm Unit 4,17,97,648 36,08,352 59,39,488 3,22,49,808 Unit-II 68,82,797 68,82,797 Polyol Unit 3,05,78,354 0 69,54,670 2,36,23,684 (d) Furniture and other EquipmentOwned 96,89,711 6,10,098 0 10,02,064 92,97,745 (e) VehiclesOwned 1,01,82,164 8,38,606 0 1,10,20,770 (f) Electrical Installa-tions Owned 34,84,245 34,84,245 (g) Generator SetOwned 16,49,922 16,49,922 (h) Temporary ShedOwned 1,19,520 1,19,520

Total 23,79,06,495 14,48,704 36,08,352 - - - - - 1,38,96,222 22,18,50,625

Previous year 25,04,44,010 1,45,95,260 2,71,32,774 23,79,06,496

Note : Part of the building has been given on operating lease figures for which could not be segregated being inseparable from the total building . Rental income of Rs. 41,62,005 has been considered in the statement of profit and loss account refer to note no. 23.

Balance as Additions Disposals Acquisitions Reclassified Revaluation Effect of Borrowing Written "Balance

` ` ` ` ` ` ` `

Note 12 Fixed assets Amount in `

Note: Tangible assets Gross block

Particular Balance Depreciation / as at amortisation on disposal on reclassi- losses recog- impairment Written off as at as at as at

Thursday, expense for of assets fication as nised in losses as obsolete Saturday, Saturday, Thursday,March 31, the year held for sale statement of recognised March 31, March 31, March 31,

2011 2012 2012 2011` ` ` ` ` `

(a) Land Freehold 0 0 8,37,568 8,37,568 Freehold (Agricultral) 0 6,051 6,051 Leasehold * 0 3,98,338 3,98,338 3,75,79,699 3,79,78,037 (b) Buildings Own use 1,67,96,580 26,83,577 1,94,80,157 7,52,20,321 7,79,03,898 (c) Plant and Equi-pment (Including Installation, Freight, Commissioning,Pre-operative and other related capital cost)OwnedFilm Unit 2,24,69,257 15,19,124 33,32,382 58,44,538 1,48,11,461 1,74,38,347 1,93,28,391 Unit-II 5,57,573 3,63,412 0 9,20,985 59,61,812 63,25,224 Polyol Unit 2,18,33,873 10,19,336 0 26,25,818 2,02,27,391 33,96,293 87,44,481 (d) Furniture and Fixtures and other EquipmentOwned 52,97,817 4,43,183 0 9,90,290 47 50,710 45,47,035 43,91,894 (e) VehiclesOwned 44,83,329 8,04,579 52,87,908 57,32,862 56,98,835 (f) Electrical InstallationsOwned 13,53,033 1,52,116 15,05,149 19,79,096 21,31,212(g) Generator SetOwned 6,61,657 87,116 7,48,773 9,01,149 9,88,265(h) Temporary ShedOwned 1,19,520 0 1,19,520 0 0

Total 7,35,72,639 74,70,781 33,32,382 0 0 0 94,60,646 6,82,50,392 15,36,00,233 16,43,33,856

Previous year 6,85,75,476 82,55,912 32,58,749 7,35,72,639 16,43,33,857 18,18,68,534

Eliminated Eliminated Impairment Reversal of on Assets Balance Balance Balance

Tangible assets Accumulated depreciation and impairmentNet block


Note: Intangible assets Gross block

12 B Balance Additions Disposals Acquisitions Reclassified Effect of Borrowing Other Balance as at

as at through as held foreign cost adjustments Saturday,

Thursday, business for sale currency capitalised March 31,

March 31, combinations exchange 2012

2011 differences` ` ` ` ` ` `

Computer 1,06,399 1,06,399

software

Total 1,06,399 - - - - - - - 1,06,399

Previous year 1,06,399 1,06,399

Intangible assets Accumulated depreciation and impairment Net block

Balance as at Depreciation / Eliminated Eliminated Impairment losses Other Balance as at Balance BalanceThursday, amortisation on disposal on reclassification recognised / adjustments Saturday, as at as at March 31, expense for of assets as held for sale (reversed) March 31, Saturday, Thursday,

2011 the year in Statement of 2012 March 31, March 31,Profit and Loss 2012 2011

` ` ` ` `

Computer 5,749 17,247 22,996 83,403 100,650 software

Total 5,749 17,247 0 0 0 0 22,996 83,403 100,650

Previous year 5,749 5,749 100,650 0


Particulars

12 C. Depreciation and amortisation relating to continuing operations:

Particulars For the year ended For the year ended

Saturday, March 31, Thursday, March 31,

2012 2011

` `

Depreciation and amortisation for the year on tangible

assets as per Note 12 A 74,70,781.00 82,55,912.00

Depreciation and amortisation for the year on intangible

assets as per Note 12 B 17,247.00 5,749.00

Less: Utilised from revaluation reserve - Written back in

Exceptional Item as per note 28.a (44,028.00) (44,028.00)

Less : Utilised from Capital Reserves against assets

acquired from Grant - Written back in exceptional item as per note 28.a (2,28,332.00) (2,28,332.00)

Less :Depreciation and amortisation relating to discontinuing operations - -

Depreciation and amortisation relating to continuing operations 72,15,668.00 83,05,689.00

Notes:

(i) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation

during the preceding 5 years:

No revaluation has been done during the preceding 5 years. However revaluation was done in the year 1989-90 with the

revaluation addition of Rs. 41,88,701 to the assets. Refer to revaluation reserve note 4.

Note 13 Non-current investments


Quoted Unquoted Total Quoted Unquoted Total

` ` ` ` ` `

Investments (At cost):

A. Trade

(a)Investment in equity instruments

(give details separately for fully /

partly paid up instruments) - - - - - -

(i) of associates 24,00,000 24,00,000 24,00,000 24,00,000

(ii) of joint venture companies - 29,98,000 29,98,000 - 29,98,000 29,98,000

(iii) of other entities - SAP Exim Ltd - - - - 1,30,000 1,30,000

Total - 53,98,000 53,98,000 - 55,28,000 55,28,000

Total - 53,98,000 53,98,000 - 55,28,000 55,28,000

Less: Provision for diminution in value of

investments - 1,17,000

Total 53,98,000 54,11,000


Note 17 Inventories(At lower of cost and net realisable value)


(a) Raw materials 2,87,86,576 4,62,46,356 Goods-in-transit 47,95,879 21,83,899 (b) Work-in-progress (Refer Note below) 76,101 1,18,550 (c) Finished goods (other than those acquired for trading) 3,23,41,507 4,11,30,847 (d) Stock-in-trade (acquired for trading) 0 0(e) Stores and spares 1,23,071 5,32,460 (f) Scrap 3,17,164 1,57,669

Total 6,64,40,298 9,03,69,781

Basis of Valuation:Raw Materials, stores, spares and consumables - At CostWork-in-Progress (WIP)- At Estimated CostFinished goods - Cost or Realisable value w.e. is lessScrap - at relisable valueGoods in Transit of Rs. 21,83,899 were considered as advance in the previous year which has been regrouped in the Inventory as such the closing stock of Raw Material in the profit and loss account in note 20 for the previous year differes with the inventory details hereinabove.

Note 16 Current investments

Particulars Saturday, March 31, 2012 Thursday, March 31, 2011Quoted # Unquoted # Total Quoted Unquoted Total

Total - Current investments (A+B) - -

` ` ` ` ` `

Note 15 Other non-current assets


Total - -

Note 14 Long-term loans and advances


(a) Capital advances Unsecured, considered good 4,53,87,934 3,35,74,271

Less: Provision for doubtful advances - -4,53,87,934 3,35,74,271

(b) Security deposits Unsecured, considered good 2,43,11,262 3,55,87,584

Less: Provision for doubtful deposits - -2,43,11,262 3,55,87,584

(c) Share Application Money to related parties (Refer Note 30.3.b)Unsecured, considered good 1,35,00,000 173,00,000

Less: Provision for doubtful loans and advances - -1,35,00,000 1,73,00,000

(d) Advance income tax (net of provisions As at 31 March 2012 ` 13873660 (As at 31 March, 2011 ` 16123383) - Unsecured, considered good 11,91,697 15,02,454

Total (a+b+c+d) 8,43,90,893 8,79,64,309


Note 18 Trade receivables


Trade receivables outstanding for a period exceeding six

months from the date they were due for payment

Unsecured, considered good 38,29,064 40,82,208

Doubtful 5,54,297 49,80,839

43,83,361 90,63,047

Less: Provision for doubtful trade receivables (5,54,297) (49,80,839)

38,29,064 40,82,208

Other Trade receivables

Unsecured, considered good 5,17,92,935 7,44,79,369

Less: Provision for doubtful trade receivables - -

5,17,92,935 7,44,79,369

Total 5,56,21,999 7,85,61,577

Note 19 Cash and cash equivalents

a. Cash and cash equivalents for Cash Flow

(with deposits maturing within three months

(a) Cash on hand 9,06,352.00 5,00,047.00

(b) Cheques, drafts on hand - -

(c) Balances with banks

(i) In current accounts 75,05,225.00 53,55,657.00

(ii) In EEFC accounts - -

(iii) In deposit accounts (Refer Note (i) below) 2,71,24,448.00 2,21,546.00

Total 3,55,36,025.00 60,77,250.00

b. Cash and cash equivalents

(with deposits maturing between 3-12 months)

(i) In deposit accounts 76,54,474.00 76,47,753.00

- Balances held as margin money or security against

borrowings, guarantees and other commitments

- Other earmarked accounts (specify) (Refer Note (ii) below) - -

Total 76,54,474.00 76,47,753.00

(c) Others (specify nature) - -

Total 4,31,90,499.00 1,37,25,003.00

` `


Note 20 Short-term loans and advances


` `

(a) Loans and advances to employees

Secured, considered good 0 0


Less: Provision for doubtful loans and advances - -

11,21,257 9,19,973

(b) Prepaid expenses - Unsecured, considered good

(For e.g. Insurance premium, Annual maintenance contracts, etc.) 2,27,594 3,17,519

(c) Balances with government authorities

Unsecured, considered good

(i) PLA/ CENVAT credit receivable 5,93,572 -

(ii) VAT credit receivable 23,88,635 17,33,880

(d) Others


Less: Provision for other doubtful loans and advances - -

5,22,424 64,63,787

48,53,482 94,35,159

Note: Short-term loans and advances include amounts due from:

Note 21 Other current assets

(a) Accruals

(i) Interest accrued on deposits 1,53,917 1,64,529

Total 1,53,917 1,64,529


Note 22 Revenue from operations Amount in `


Saturday, March 31, 2012 Thursday, March 31,2011

(a) Sale of products (Refer Note (i) below) 59,05,89,207 64,70,47,480

(b) Sale of services (Refer Note (ii) below) 9,27,11,927 12,96,88,314

(c) Other operating revenues (Refer Note (iii) below) 5,69,449 719,847

Total 68,38,70,583 77,74,55,641

Less:

(d) Excise duty 1,19,44,719 95,88,036

Total 67,19,25,864 76,78,67,605

Note:

(i) Sale of products comprises:

Manufactured goods

Polythene/Layflat Tubing and its Fabricated Items 45,80,03,331 53,61,28,840

Formulated Polyol Systems 12,71,90,330 10,40,82,503

Total - Sale of manufactured goods 58,51,93,661 64,02,11,343

Traded goods

Miscellaneous Items 53,95,546 68,36,137

Total - Sale of traded goods 53,95,546 68,36,137

Total - Sale of products 59,05,89,207 64,70,47,480

(ii) Sale of services comprises:

Coversion of Material into finished product 8,69,76,647 12,21,04,832

Others 57,35,280 75,83,482

Total - Sale of services 9,27,11,927 12,96,88,314

(iii) Other operating revenues comprise:

Sale of scrap 5,69,449 7,19,847

Total - Other operating revenues 5,69,449 7,19,847

Note 23 Other income

(a) Interest income (Refer Note (i) below) 6,97,878 8,34,604

(b) Net gain on foreign currency transactions and

translation (other than considered as finance cost) 0 5,37,880

(c) Other non-operating income (net of expenses directly

attributable to such income) (Refer Note (ii) below) 41,62,005 38,25,820

Total 48,59,883 51,98,304

Note:

(i) Interest income comprises:

Interest from banks on:

deposits 6,97,878 8,34,604

Total - Interest income 6,97,878 8,34,604

(ii) Other non-operating income comprises:

Rental income from Property 41,62,005 38,25,820

Total - Other non-operating income 41,62,005 38,25,820


Note 24 Cost of materials consumed Amount in `



Opening stock 4,62,46,355 3,58,17,690

Add: Purchases 40,03,48,181 49,27,09,870

Total 44,65,94,536 52,85,27,560

Less: Closing stock 3,35,82,455 4,62,46,355

Cost of material consumed 41,30,12,081 48,22,81,205

Material consumed comprises:

LDPE Granules 32,30,67,739 41,07,83,552

Sundry Additives 45,09,734 66,43,916

Chemicals 8,27,45,399 6,35,06,646

Oils 26,89,209 13,47,091

Total 41,30,12,081 48,22,81,205

Note 24.a Purchase of traded goods

Miscellaneous Items 48,28,779 56,74,783

Total 48,28,779 56,74,783

Note 24.b Changes in inventories of finished goods,

work-in-progress and stock-in-trade

Inventories at the end of the year:

Finished goods 3,23,41,507 4,11,30,847

Work-in-progress 76,101 1,18,550

Scrap 3,17,164 1,57,669

Total 3,27,34,772 4,14,07,066

Inventories at the beginning of the year:

Finished goods 4,11,30,847 2,12,30,926

Work-in-progress 1,18,550 1,09,019

Scrap 1,57,669 3,78,956

Total 4,14,07,066 2,17,18,901

Net (increase) / decrease 86,72,294 (1,96,88,165)

Note 25 Employee benefits expense

Salaries and wages 6,08,48,472 4,05,60,468

Contributions to provident and other funds (Refer Note 30.1) 27,66,843 1,783,664

Staff welfare expenses 23,75,458 2,235,847

Total 6,59,90,773 4,45,79,979




(a) Interest expense on:

(i) Borrowings 50,89,310 83,42,857

(ii) Others 37,951 29,969

(b) Other borrowing costs 12,29,798 17,17,403

Total 63,57,059 1,00,90,229

Note 27 Other expenses

Consumption of stores and spare parts 50,90,183 62,60,677

Filling Packing & Fabrication Expenses 1,20,25,261 6,89,65,503

Power and fuel 2,16,31,625 2,27,05,901

Electricity & Water 22,75,343 28,22,306

Freight and Cartage (Inward - Miscellaneous) 43,76,763 69,13,356

Repairs and maintenance - Buildings 27,88,080 35,01,846

Repairs and maintenance - Machinery 39,01,030 37,45,397

Repairs and maintenance - Others 16,04,289 13,83,394

Rent including lease rentals (Refer Note 30.4) 77,37,983 32,56,209

Insurance 8,03,208 11,99,795

Rates and taxes 12,43,564 12,13,986

Communication - Telephone, Postage & Telegram 8,74,074 8,33,650

Travelling and conveyance 33,78,130 40,28,354

Printing and stationery 6,77,941 7,77,949

Directors Meeting Fee 2,85,000 2,65,000

Advertisement and Sales Promotion 5,99,142 8,23,289

Commission & Discount 4,70,850 5,50,350

Packing, Freight and Forwarding 1,64,51,639 1,54,11,823

Loss on foreign currency translation of foreign currency transactions 45,852 0

Legal and professional 16,87,852 43,91,514

Payments to auditors (Refer Note (i) below) 1,42,821 1,21,873

Bad trade and other receivables, loans and advances written off 57,88,684 36,42,576

Miscellaneous expenses 72,15,984 77,94,735

Total 10,10,95,298 16,06,09,483

Notes:

(i) Payments to the auditors comprises (net of service tax input

credit, where applicable):

As auditors - statutory audit 75,000 50,000

For taxation matters - 19,000

For Tax Audit 15,000 11,000

For Certification work 30,000 30,310

Reimbursement of expenses 7,989 200

Service Tax 14,832 11,363

Total 1,42,821 1,21,873

Payments for taxation matters would include tax audit fees, certifications under the Income Tax Act, tax advisory services, etc.

company law matters would include certifications (e.g. certificate for buy-back of shares, etc.), company law advisory services, etc.

other services would include limited reviews, group reporting, other attest services and certifications under other laws, etc.

(ii) Details of Prior period items (net)

Prior period income (give details) 0 0

Prior period expenses (give details) 0 0

0 9,295


Note 26 Finance costs Amount in `


Note 28.aExceptional items Amount in

Particulars For the year ended For the year ended Saturday, March 31, 2012 Thursday, March 31,2011

Liabilities / provisions no longer required written back - - Impairment of fixed assets and intangibles written off (2,01,090) - Provision for Doubtful Debts written back / (Created) - Net 44,26,542 (36,31,369)Depreciation utilised from Revaluation Reserve and Capital Reserve 2,72,360 2,72,360 Income Tax Provisions W/back - 15,461

Profit /(Loss) on sale of fixed assets 3,029 (6,31,056)

Adjustments to the carrying amount of investments - reversal of reduction in the carrying amount of: current investments - - long-term investments 1,17,000 - Misc Amounts written back 40,345 -

Total 46,58,186 (39,74,604)

Note 28.b Extraordinary items

(Give details)Government grants that have become refundable - -

Total - -

`

Note 29 Additional information to the financial statements

Note Particulars


29.1 Contingent liabilities and commitments

(to the extent not provided for)

(i) Contingent liabilities

(a) Claims against the Company not acknowledged

as debt (give details) - -

(b) Guarantees given by banks to customers,

suppliers & Custom Authorites 40,72,000 1,01,38,000

(c) Guarantee Given to Sales Tax authorites 2,50,000 2,50,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be

executed on capital account

Tangible assets - -

Intangible assets - -

(b) Uncalled liability on shares and other investments

partly paid - -

(c) Other commitments - Under Flat Buyers Agreement with

the builder - Rs. 453.88 lacs given as advance - refer to

Note 14 - Long Term Loans and Advances - balance to

be paid 3,20,98,000 4,39,11,663

As at As at

` `


29.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006Particulars As at As at

Saturday, March 31, 2012 Thursday, March 31,2011(i) Principal amount remaining unpaid to any supplier as at theend of the accounting year - - (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year - - (iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day - - (iv) The amount of interest due and payable for the year - - (v) The amount of interest accrued and remaining unpaid at the end of the accounting year - - (vi) The amount of further interest due and payable even in thesucceeding year, until such date when the interest dues as above are actually paid - -

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis

of information collected by the Management. This has been relied upon by the auditors.

Note Particulars29.3 Value of imports calculated on CIF basis: For the year ended For the year ended


Raw materials 7,27,04,015 11,54,42,615

Purchase of Stock in Trade 33,81,769 40,32,367

29.4 Details of consumption of imported and For the year ended 31 March, 2012indigenous items ` % ImportedRaw materials `8,44,45,497 20

`(16,01,59,981) (33)IndigenousRaw materials `32,85,66,584 80

`(32,14,76,584) (67)Note: Figures / percentages in brackets relates to the previous year

Note 30 Disclosures under Accounting Standards

30.1 Employee benefit plansDefined contribution plansThe Company makes Provident Fund and ESI contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 24.91 lacs for the year ended 31 March, 2012 for Provident Fund contributions and ESI contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. Defined benefit plansThe company has taken policy from LIC to cover the gratuity liability of the company for all the employees. The funded assets are more than the present value of the accrued liability as such no further provision has been made in the books of accounts.

The necessary disclosure as per Accounting Standard 15 is as under :

Particulars Year ended 31st March, 2012Gratuity `

Components of employer expenseCurrent service cost 2,57,050.00 Interest cost 3,81,925.00 Expected return on plan assets 5,21,854.00 Curtailment cost / (credit)Settlement cost / (credit)Past service costActuarial losses/(gains) 5,03,271.00 Total expense recognised in the Statement of Profit and Loss 6,20,392.00


Actual contribution and benefit payments for year Actual benefit payments 1,36,315.00 Actual contributions 2,57,050.00 Reimbursement of Service Tax 18,844.00

Net asset / (liability) recognised in the Balance Sheet Present value of defined benefit obligation 57,79,995.00 Fair value of plan assets 63,65,273.00 Funded status [Surplus / (Deficit)] 5,85,278.00 Unrecognised past service costsNet asset / (liability) recognised in the Balance Sheet 5,85,278.00

Change in defined benefit obligations (DBO) during the year Present value of DBO at beginning of the year 47,74,064.00 Current service cost 2,57,050.00 Interest cost 3,81,925.00 Curtailment cost / (credit)Settlement cost / (credit)Plan amendmentsAcquisitionsActuarial (gains) / losses 5,03,271.00 Past service costBenefits paid 1,36,315.00 Present value of DBO at the end of the year 57,79,995.00

Change in fair value of assets during the year Plan assets at beginning of the year 57,22,684.00 Acquisition adjustmentExpected return on plan assets 5,21,854.00 Actual company contributions 2,57,050.00 Actuarial gain / (loss) - Benefits paid 1,36,315.00 Plan assets at the end of the year 63,65,273.00

Actuarial assumptionsDiscount rate 8%Salary escalation 7%Estimate of amount of contribution in the immediate next year 2,57,050.00

30.2 Segment informationThe Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Plastic and Chemicals. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably amongst segments are not allocated to primary and secondary segments. Both the segments are operating in the domestic area geographically.

Particulars For the year ended ` in lacs

Business segments TotalPLASTIC CHEMICALS

` ` `Revenue 5,010 1,758 6,768

(5,922) (1,899) (7,821)Expenses 4,404 1,607 6,011

(5,227) (1,704) (6,931)Segment result 606 151 757

(695) (195) (890)


Unallocable expenses Interest 64

(84)

Profit before taxes 693

(806)

Tax expense 139

(162)

Net profit for the year 554

(644)

Segment assets 3,953 660

(4,240) (567)

Segment liabilities 260 584

(1,073) (415)

Capital Employed 3,693 76

(3,167) (152)


Note

30.3 Related party transactions

30.3.a Details of related parties:

Description of relationship Names of related parties

Joint Venture of Shivalik Agro Poly Products Ltd. Shivalik Prismo India (P) Ltd.

Company in which Directors are interested as Directors PJM Management Services (P) Ltd.

Company in which Directors are interested as Directors APPP Infrastructures (P) Ltd.

Company in which Directors are interested as Directors PP Perfect Pacs (P) Ltd.

Key Management Personnel (KMP) Mr. Pankaj Mahajan - Chairman and Managing Director

Dr. G.D.Tyagi - Executive Director (Technical &

Operations)

Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended on 31st March '12 and balances outstanding on this date

30.3.b Shivalik PJM APPP PP Perfect Mr. Pankaj Dr. G.D.

Prismo Management Infrastructures Pacs Mahajan - Tyagi -

India Services (P) Ltd. (P) Ltd. (P) Ltd. Chairman and Executive

(P) Ltd. Managing Director

Director (Technical &

Operations)

Purchase of goods 95,513 6,65,68,422

(1,17,045) (6,32,19,644)

Sale of goods 52,54,099

(71,66,968)

Processing Charges 2,66,867

(7,28,032)

Rent Paid 12,00,000 51,91,400 7,80,766

(9,00,000) (8,00,000) -

Remuneration Paid 32,88,491 9,95,959

(30,33,532) (9,47,053)

Note: Figures in bracket relates to the previous year


Note 30 Disclosures under Accounting Standards (contd.)

Note Particulars For the year ended For the year endedSaturday, March 31, 2012 Thursday, March 31,2011

Amount in ` Amount in `30.4.

received under non-cancellable subleasesThe Company has entered into operating lease arrangements for certain facilities and office premises. The leases are non-cancellable Future minimum lease payments not later than one year 77,91,783 69,94,775 later than one year and not later than five years 1,09,39,050 1,87,30,833

Sublease payments received / receivable recognised in the Statement of Profit and Loss

30.5 Earnings per shareBasic & Diluted

30.5.a Continuing operationsNet profit / (loss) for the year from continuing operations 5,94,87,783 6,06,42,760Less: Preference dividend and tax thereon 0 0Net profit / (loss) for the year from continuing operations attributable to the equity shareholders 5,94,87,783 6,06,42,760Weighted average number of equity shares 8,86,000 8,86,000Par value per share 10 10Earnings per share from continuing operations - Basic 67.14 68.45

30.5.b Total operationsNet profit / (loss) for the year 5,94,87,783 6,06,42,760Less: Preference dividend and tax thereon 0 0Net profit / (loss) for the year attributable to the equity shareholders 5,94,87,783 6,06,42,760Weighted average number of equity shares 8,86,000 8,86,000Par value per share 10 10Earnings per share - Basic 67.14 68.45

Basic & Diluted (excluding extraordinary items)30.5.c Continuing operations

Net profit / (loss) for the year from continuing operations 5,94,87,783 6,06,42,760(Add) / Less: Extraordinary items (net of tax) relating to continuing operations 0 0Less: Preference dividend and tax thereon 0 0Net profit / (loss) for the year from continuing operations attribu--table to the equity shareholders, excluding extraordinary items 5,94,87,783 6,06,42,760Weighted average number of equity shares 8,86,000 8,86,000Par value per share 10 10Earnings per share from continuing operations, excluding extraordinary items - Basic 67.14 68.45

30.5.d Total operationsNet profit / (loss) for the year 5,94,87,783 6,06,42,760(Add) / Less: Extraordinary items (net of tax) 0 0Less: Preference dividend and tax thereon 0 0Net profit / (loss) for the year attributable to the equity shareholders, excluding extraordinary items 5,94,87,783 6,06,42,760Weighted average number of equity shares 8,86,000 8,86,000Par value per share 10 10Earnings per share, excluding extraordinary items - Basic 67.14 68.45

Future minimum sublease payments expected to be


NOTE 30 DISCLOSURES UNDER ACCOUNTING STANDARDS (CONTD.)

Note Particulars As at As atSaturday, Thursday,

March 31, 2012 March 31,201130.6 Deferred tax (liability) / asset

Tax effect of items constituting deferred tax liabilityOn difference between book balance and tax balance of fixed assets 1,02,78,954.58 5,95,062Tax effect of items constituting deferred tax liability 1,02,78,954.58 5,95,062

Tax effect of items constituting deferred tax assetsProvision for doubtful debts / advances 1,79,841.66 -Tax effect of items constituting deferred tax assets 1,79,841.66 -

Net deferred tax (liability) / asset 1,00,99,112.92 5,95,062

The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability on the difference between the book balance and the written down value of fixed assets under Income Tax (or) The Company has recognised deferred tax asset on unabsorbed depreciation and brought forward business losses based on the Management's estimates of future profits considering the non-cancellable customer orders received by the Company.

30.7 Interest in joint ventures

The Company has interests in the following jointly controlled entities:

Name of companies and country % of shareholding Amount of interest based on accounts for the year

of incorporation ended 31st March, 2011

Assets Liabilities Income Expenditure

Shivalik Prismo India Pvt. Ltd. 50 1,89,72,716 30,35,272 2,34,75,487 2,28,24,620

(50) (2,11,94,209) (59,07,632) (2,14,06,001) (2,00,04,679)

Note: Figures in brackets relate to the previous year

As the Financial Statements for the year 31st March, 2012 have not been finalised as such the figures for the y.e. 31.3.2011

have been considered

Note 31 Previous year's figures

The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has

significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been

regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

B.L. Jain Ashok Mittal Dr. G.D.TyagiFINANCE CONTROLLER CHIEF GENERAL MANAGER EXECUTIVE DIRECTOR& COMPANY SECREATARY COMMERCIAL TECHANICAL & OPERATIONS

Tushar Dasgupta Alka Mahajan Pankaj MahajanDIRECTOR VICE CHAIRPERSON & CHAIRMAN & MANAGING

DIRECTOR DIRECTOR



Place: Chandigarh Anil KhannaDATED THIS DAY OF 19TH OF MAY, 2012 Proprietor

M.NO. 083275


32 Balance Sheet abstract and Company's General Business Profile:

I. Registration Details

Registration No. 3703 State Code: 06

Balance Sheet Date 31.03.12

II. Capital raised during the year:

Public Issue 0

Right Issue 0

Bonus Issue 0

Private Placement 0

III. Position of Mobilisation and Deployment of Funds:(Amounts in Rupees thousands)

Total Liabilities: 4,13,733 Total Assets: 4,13,733

Sources of Funds: Application of Funds:

Paid up Capital 8,860 Non current assets 2,43,473

Reserves & Surplus 3,68,045 Current Assets 1,70,260

Current Laibilities 26,485

Non-Current Laibilities 10,343

Accumulated Losses 0

IV. Performance of Company (Amount in Rs.Thousands)

Turnover 6,76,786 Total Expenditure 6,02,786

Profit/Loss before tax 74,000 Profit/Loss after tax 59,488

Earning per Share(Basic)in Rs 67.14 Dividend rate % 10

V Generic Names of Principal Products/Services of Company: (in monetary terms)

i) Polythene Film/Lay Flat Tubing Code Number: 39.20

ii) Polyol & PU System

iii) Flexible Packaging

B.L. Jain Ashok Mittal Dr. G.D.TyagiFINANCE CONTROLLER CHIEF GENERAL MANAGER EXECUTIVE DIRECTOR& COMPANY SECREATARY COMMERCIAL TECHANICAL & OPERATIONS

Tushar Dasgupta Alka Mahajan Pankaj MahajanDIRECTOR VICE CHAIRPERSON & CHAIRMAN & MANAGING

DIRECTOR DIRECTOR



Place: Chandigarh Anil KhannaDATED THIS DAY OF 19TH OF MAY, 2012 Proprietor

M.NO. 083275

SHIVALIK AGRO POLY PRODUCTS LIMITEDRegd. Office : Plot No. 1, Sector – III

Industrial Area, Parwanoo – 173 220 (H.P.)

PROXY FORM

I/ We ________________________________________________________________________________________of __________________________________________________________________________________in the district of ________________________________________________________________________being a Member/Members of SHIVALIK AGRO POLY PRODUCTS LTD. hereby appoint__________________________________________________

(Full Name)of ______________________________________ in the district of _______________________________________

(Full Address)Or failing him_________________________________________________________________________________

(Full Name)of ____________________________________in the district of ____________________________________________

(Full Adress)thas my/our proxy in my/our absence to attend and vote for me/us on my/our behalf at the 35 Annual General Meeting

of the Company to be held on held on Friday, the 31st August, 2012 at 12:30 Noon and at any adjournment thereof.Dated this ______________________________ day of ____________________________2012.

Affix a30 paisa revenue stamp

Proxy's Signatures __________________ Shareholder's Signatures __________________________________Note : A member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote instead of himself/herself on a poll only. The proxy need not be a member of Company. The proxy must be deposited at the Registered Office of the Company not less then 48 hours before time of the meeting.

SHIVALIK AGRO POLY PRODUCTS LIMITEDRegd. Office : Plot No. 1, Sector – III

Industrial Area, Parwanoo – 173 220 (H.P.)

ATTENDANCE SLIPth st35 Annual General Meeting : 31 August, 2012

TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL

Full Name of the member attending : _________________________________________________________________Full Name of the first joint – holder : __________________________________________________________________

(To be filled in if first named holder does not attend the meeting)Name of Proxy : ___________________________________________________________________________________________

(To be filled in if first named holder does not attend the meeting)

thI hereby record my presence at the 35 Annual General Meeting of the Company held at Regd. Office, Plot No. 1, Sector – III, stIndustrial Area, Parwanoo, on Friday, the 31 August, 2012.

Ledger Folio No. ____________________________ Member's/ Proxy's SignaturesNo. of Shares held : _______________________ (To be signed at the time of handing over this slip)Note : Person attending the Annual General Meeting are requested to bring their copies of annual report.


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