Planters Polysack Ltd

Dear Members,

Your Directors have pleasure in presenting the 28^th Annual Report andAudited Financial Statements of your Company for the year ended 31^st March2013.

FINANCIAL RESULTS:

During the year your Company has achieved the turnover of Rs. Nil as compared toRs.45.84 lacs in corresponding previous year and has incurred losses of Rs.6.84 lacs asagainst the loss of Rs.7.42 lacs during the corresponding previous year.

DIVIDEND:

Your Director regret their inability to recommend any dividend since the Company hassuffered loss during the current financial year.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year the shareholders have approved proposal for shifting of registeredoffice of the Company to the state of Maharashtra from the state of West Bengal,consequently, the Company has filed petition with the Hon’ble Regional DirectorEastern Region. The Hon’ble Regional Director Eastern Region vide its order dated17.04.2013 sanctioned the alteration of Memorandum for shifting registered office to thestate of Maharashtra.

SCHEME OF ARRANGEMENT FOR RECONSTRUCTION / RESTRUCTURING OF CAPITAL:

Your Directors has proposed a scheme of arrangement for reconstruction / restructuringof capital of Company envisaging reduction of paid up capital from Rs.1,40,00,000 dividedinto 14,00,000 Equity Shares of Rs.10 each to Rs.14,00,000 divided into 1,40,000 EquityShares of Rs.10 each.

The capital so reduced shall be set off against accumulated losses. The Scheme furtherproposes to issue 1,03,70,000 Equity Shares of Rs.10 each at par on Preferential Basis toPromoters and certain strategic investors. The Funds raised will improve the financialperformance of the Company and will help the management to take up the new businessactivities.

The appointed date is 1^st April, 2013, subject to the requisite approvalfrom shareholders, creditors, Stock Exchanges, the Hon’ble High Court of Bombay andother Regulatory Authorities, as may be required for the purpose.

ALTERATION OF MEMORANDUM WITH INSERTATION OF NEW OBJECT CLAUSES AND COMMENCEMENT OF NEWBUSINESS ACTIVITES:

During the year the Shareholders have approved insertion of certain object clauses inMemorandum of Association pertaining to real estate, textile and trading in commoditiesetc. and necessary approvals from authorities have been obtained to commence such newbusiness activities.

(A) COMPOSITION OF BOARD:

Board of Directors comprised of 6 (six) Directors out of which 3 (three) areIndependent Non Executive Directors.

(B) RETIREMENT BY ROTATION:

Mr. Kailash Chandra Jain, director retires by rotation and being eligible offershimself for reappointment.

(C) CHANGES DURING THE YEAR:

During the year Mr. Hemant Ameta and Mr. Kartik Soni were appointed as AdditionalDirectors of the Company with effect from 11^th February, 2013. Further Mr.Sanjay Parsai was appointed as Additional Director of the Company with effect from 19^thApril, 2013.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore notrequired to furnish information in respect of outstanding deposits under Non-BankingFinancial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits)Rules, 1975.

LISTING:

Your Company has made payment of Listing Fees within time to the BSE Limited forfinancial year 2013 – 14. Further the Equity Shares of the Company are also admittedwith National Securities Depository Limited and Annual Custody fees for Depositories arepaid by the Company in time.

AUDITORS:

M/s. Bansilal Shah & Co., Chartered Accountants, (Firm Reg. No. 000384W), theAuditors of the Company, retire at the ensuing Annual General Meeting and being eligible,offer themselves for reappointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessarySecretarial Compliance certificate is attached herewith as annexure -A.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 217(2AA) of the Company’s Act, 1956 confirmthat:

1. All applicable accounting standards have been followed in the preparations ofthe annual accounts.

2. Your Directors have selected such accounting policies and applied themconsistently, made judgments at estimates that are reasonable and prudent so as to give atrue and fair view of the statement of affairs of the Company as of 31.03.2013 and of theloss of the Company for the year ended on 31.03.2013.

3. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis as stated in thenotes on accounts.

PARTICULAR OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, as amended from time to time, the namesand other particulars of the employees whose remuneration is above the specified limit isrequired to be disclosed, However there are no such employees whose details are requiredto be disclosed.

DISCLOSURES AS PER SECTION 217 (1)(E) OF THE COMPANIES ACT, 1956 FOR CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Currently, your Company did not have any activity and therefore not required todisclose the details related to conservation of energy, technology absorption.

Further there was neither Foreign Exchange Earning nor Foreign Exchange outgoing duringthe year under review.

ADDITIONAL INFORMATION:

Your Company provides additional information related to the Company’s business,matter of interest to the investors like financial information etc. on its websitewww.planterspolysacks.com.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operationreceived from various Government agencies, Banks, Financial Institutions, Stock Exchanges,customers, suppliers and other business associates during the financial year.

Shreyans Jain & Co.

Company Secretaries

Off: I-49, 504, Poonam Sagar Complex, Mira Road, East, Thane – 401 107,Maharashtra

FORM

[SEE RULE 3]

COMPLIANCE CERTIFICATE

To,

The Members

Planter’s Polysacks Limited,

Office No. 1401, Real Tech Park, Plot No. 39/2, Sector No. 30A,

Vashi, Navi Mumbai – 400 703, Maharashtra

I have examined the registers, records, books and papers of PLANTER’S POLYSACKSLIMITED, (the Company) as required to be maintained under the Companies Act, 1956, (theAct) and the rules made there under and also the provisions contained in the Memorandumand Articles of Association of the Company for the financial year ended 31.03.2013. In myopinion and to the best of my information and according to the examinations carried out byme and explanations furnished to me by the company, its officers and agents, I certifythat in respect of the aforesaid financial year.

1. The Company has kept and maintained registers as stated in Annexure‘A’ to this certificate as per the provisions of the Act and the rules madethere under and all entries thereon have been duly recorded.

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

3. The Company is a public limited company and has the minimum prescribed paid–up capital as required under the Act.

4. The Board of Directors duly met 10 (Ten) times respectively on 14^thMay, 2012; 11^th June, 2012; 14^th August, 2012, 10^thSeptember, 2012; 2^nd November, 2012; 18^th December, 2012; 18^thJanuary, 2013; 4^th February, 2013; 11^th February, 2013 and 19^thFebruary, 2013 at regular intervals in respect of which meetings proper notices were givenand the proceedings were properly recorded and signed in the minutes book maintained forthe purpose.

5. The Company closed its Register of Members from 24^th August, 2012 to10^th September, 2012 and necessary compliance of section 154 of the Act hasbeen made.

6. The Annual General Meeting for the financial year ended 31.03.2012 was held on10.09.2012 after giving due notice to the members of the company and the resolutionspassed thereat were duly recorded in minutes book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year underreview, however during the year Company has passed twice Resolution by Postal Ballot inrespect of which proper notices were given and were in Compliance with the Provisions ofthe Act.

8. The Company has not advanced loans to persons / Companies referred in theSection 295 of the Act.

9. The Company has not entered into any contracts falling within the purview ofSection 297 of the Act during the year under report.

10. The Company has made necessary entries in the register maintained under Section301 of the Act, wherever required.

11. As there were no instances during the financial year, falling within thepurview of Section 314 of the Act, the Company has not obtained any approvals from theBoard of Directors, members or Central Government.

12. The Company has not issued any duplicate share certificates during thefinancial year.

13. The company :

(i) has delivered all the certificates on transfer of equity shares. The Companyhas not allotted any shares / transmitted any securities during the financial year.

(ii) was not required to deposit any amount in a separate bank account as nodividend was declared during the financial year.

(iii) was not required to post warrants to any member of the Company as no dividendwas declared during the financial year.

(iv) has no amounts in unpaid dividend account, application money due for refund,matured deposits, matured debentures and interest accrued thereon which have remainedunclaimed or unpaid for a period of seven years, hence the question of transfer of thesame to Investor Education and Protection Fund does not arise.

(v) has complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and there was anappointment of director during the financial year.

15. The Company has not appointed any Managing Director / Manager / Whole TimeDirector during the financial year.

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

17. The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, Registrar and / or such authorities prescribed underthe various provisions of the Act excepting Approval of Regional Director for confirmationof alteration of Memorandum of Association for shifting of Registered Office from thestate of West Bengal to the State of Maharashtra.

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

19. The Company has not issued any shares / debentures / other securities duringthe financial year.

20. The Company has not bought back any shares during the financial year ending31.03.2013.

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

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

23. The Company has not invited / accepted any deposits including any unsecuredloans falling within the purview of Section 58A of the Act during the financial year.

24. The amount borrowed by the Company from directors, members, public, financialinstitutions, banks and others during the financial year ending 31^st March 2013is within the borrowing limits of the Company.

25. The Company has not made loans, investments and / or given guarantees orprovided securities to other bodies corporate.

26. The Company has altered the provisions of the Memorandum with respect tosituation of the Company’s registered office from the State of West Bengal to theState of Maharashtra during the year under scrutiny.

27. The Company has altered the provisions of the Memorandum with respect toobjects of the Company during the year under scrutiny and complied with the provisions ofthe Act.

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

29. The Company has altered the provisions of the Memorandum with respect to sharecapital of the Company during the year under scrutiny and complied with the provisions ofthe Act.

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

31. According to the information provided to me there was / were no prosecutioninitiated against or show cause notices received by the Company and no fines or penaltiesor any other punishment was imposed on the Company during the financial year, for offencesunder the Act.

32. The Company has not received any amount as security from its employees duringthe financial year.

33. The Company has not constituted a separate provident fund trust for itsemployees or class of its employees as contemplated under section 418 of the Act.

Registers as maintained by the Company

(a) Forms and Returns filed with Registrar of Companies;