i k f finance ltd Directors report

To the Members,

Your Directors have pleasure in presenting the Thirty Eight Annual Report on the working of the Company and Audited Accounts for the year ended 31 March, 2023.

Financial Results :		(Rs. in Lakhs)
	Year ended Year ended 31.03.2019	Year ended Year ended 31.03.2018
Particulars	31.03.2023	31.03.2022
Sales and other Income	24,582.39	28,285.08
Operating Profit
(Profit Before Interest, Depreciation and Tax)	867.40	2,198.44
Less : Finance Cost	331.51	481.87
Profit before Depreciation and Tax	535.89	1,716.57
Less : Depreciation	402.97	387.15
Profit before Tax	132.92	1,329.42
Less : Provision for Taxation - Current	46.50	407.35
Less : Provision for Taxation - Deferred	(4.46)	21.96
Profit after tax for the year	90.88	900.11
Add : Other Comprehensive Income	(148.56)	32.28
Total Comprehensive Income	(57.68)	932.39

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31 March, 2023 is Rs.5,00,00,000 consisting of 1,00,00,000 equity shares of Rs.5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores (Previous Year: Rs.5 Crores) consisting of 1,00,00,000 equity shares of Rs.5 each.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. Further, the Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the year under review.

DIVIDEND

Your Directors have not recommended any Dividend for the financial year 2022-23 due to loss incurred by the Company.

TRANSFER TO RESERVE

In view of the loss for the year ended March 31, 2023, there is

no transfer to General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year, the performance of your Company was satisfactory. The turnover has decreased from Rs.276.97 Crores to Rs. 241.42 Crores due to low order book position raised due to inflation in US and Europe, increase in cotton price and decrease in selling price of yarn. The table below shows comparative quantitative figures of production and sales of the Companys products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Companys Products i.e., FIBC Bags and OE Spinning Yarn for the year ended 31.03.2023 and 31.03.2022 are as follows:

S.No. Particulars	Year ended 31.03.2023	Year ended 31.03.2022
	Quantity (Kgs.)	Quantity (Kgs.)
1. Production
1) FIBC Bags & PP Woven Bags	1,00,26,913	1,10,03,615
2) PP Woven Fabrics	1,12,632	65,516
3) PP Yarn	2,88,913	4,27,592
4) Multifilament Yarn**	8,57,003	9,33,351
5) Paper Bags	--	1,11,311
6) Cotton Yarn	16,97,658	17,11,913
2. Sales
1) FIBC Bags & PP Woven Bags	1,01,26,610	1,11,03,104
2) PP Woven Fabrics	1,12,632	65,516
3) PP Yarn	2,88,913	4,27,592
4) Multifilament Yarn**	32,396	55,406
5) Paper Bags	--	1,12,703
6) Kraft Papers	--	8,01,044
7) Cotton Yarn	16,18,124	17,44,441

Multifilament Yarn**

Out of 8,57,003 Kgs. of Multifilament Yarn produced, we have captively consumed 8,24,607 Kgs. for FIBC bags production.

FIBC BAGS DIVISION

The FIBC Division has registered a Turnover of Rs. 205.17 Cores as against Rs.244.52 Crores of the previous year on account of lower order book position raised due to inflation in USA and Europe. As the purchasing power of inflation battered consumers in global markets had declined, US and European importers looked at their Indian manufactures to produce and ship at low costs and highly competitive prices.

Nevertheless, the Company is expecting a stable growth in orders for the financial year 2023-24 and is already seeing the growth in order positions in the previous two months of the current year compared to previous year due to the growth of the global FIBC market.

The global flexible intermediate bulk container (FIBC) market size reached US$ 5.2 billion in 2022. Looking forward, the analyst expects the market to reach US$ 7.1 billion by 2028, exhibiting a CAGR of 5.33% during 2023-2028.

One of the key factors driving the growth of the FIBC market is rapid industrialization across the globe. Chemical and agriculture product manufacturers are increasingly using FIBCs to handle grains, rice, potatoes, cereals and liquid chemicals. These bags are also used to store and transport construction materials such as carbon black, steel, alloys, minerals, cement and sand.

Furthermore, increasing environmental consciousness among the masses and the rising demand for lightweight, sustainable and bulk packaging material for pharmaceutical products is also stimulating the market growth. Pharma-grade FIBC bags are used for storing various medical products and to prevent contamination. The FIBC market is expected to witness impressive growth over the next decade based on these emerging factors.

On a global economic perspective, the latest world economic outlook from International Monetary Fund has revised the global growth down to 2.8%. Growth in developed countries has sharply been revised down. This has an impact on emerging economies like India. The worst slowdown in growth is in the Euro Zone with growth collapsing from 3.5% to 0.8%. Growth in Emerging/ Developing economies is higher in 2023 at 5.3% compared to 4.5%. With China reopened, it was the only economy experiencing higher growth in 2023 than in 2022.

The Bank of England voted for 12 hike in a row with UK inflation remaining stubbornly above 10% and fuelling a cost-of-living crisis. Global policymakers are battling elevated inflation caused by runaway energy bills following the invasion of Ukraine by major oil and gas producer Russia. The Bank of England warned that there were "considerable uncertainties" over when inflation would return to its 2.0-percent target, citing "significant" upside risks.

OPEN END SPINNING DIVISION

The textile division has registered a Turnover of Rs.33.20 Cores as against Rs. 29.13 Crores of the previous year and registered a growth of 14% over the previous year. However, the performance was affected due to increase in price of cotton and decrease in selling price of yarn. The Company has added one OE Spinning Machine with the capacity of 448 Rotors during the year.

The textile sector recorded private investment of about Rs.10,000 Crores in first half of 2022-23 and slowed down to around Rs.7,000 Crores in second half of the year. Textile sector was an underperformer compared to other economic sectors like steel, electricity, chemical, auto and pharma.

The growth in textile sector was sluggish because of tepid demand from global market. The textile sector growth remained negative during the year 2022-23. The company expect the textile market to improve in the year 2023-24.

FINANCIAL PERFORMANCE (Rs.in Lakhs)

S.No. Particulars	31.03.2023	31.03.2022
1. Revenue from Operations	24,582.39	28,285.08
2. EBITDA (before exceptional items)	867.40	2,198.44
3. Profit After Tax	90.88	900.11
4. Cash Profit	535.88	1,716.57
5. Earnings Per Share (in Rs.)	0.91	9.00
6. Cash EPS (in Rs.)	5.36	17.16
7. Net Worth	5,325.41	5,431.03
8. Capital Employed	7,107.80	7,740.15
9. Fixed Assets (including Capital Work in Progress (CWIP)	4,972.27	4,361.09

KEY FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Financial Ratios for the financial year 2022-23 are given below.

S.No. Particulars	31.03.2023	31.03.2022
1. Debtor Turnover Ratio (in times)	6.66	8.40
2. Inventory Turnover Ratio (in times)	6.51	6.37
3. Interest Coverage Ratio (in times)	1.40*	3.76
4. Current Ratio (in times)	1.22	1.42
5. Debt Equity Ratio (in times)	1.31	1.44
6. Operating Profit Margin (%) before exceptional Items	0.95*	4.27
7. EBITDA Margin (%)	3.59*	7.94
8. Net Profit Margin (%)	0.38*	3.25
9. Total Debt / EBITDA	8.06*	3.55
10. Return on Capital Employed	3.77	13.21

There have been significant change (i.e. 25% or more) in the

following ratios.

- For Serial No.3, 6, 7, 9 and 10 due to due to lower revenue and profitability.

- For Serial No.8 due to significant reduction in revenue from operation.

SOURCES OF FUNDS

Own Funds

T h e C o m p a n y s N e t Wo r t h h a s d e c r e a s e d t o = Rs. 5,325.41 Lakhs as on 31 March, 2023 as against Rs. 5,431.03 Lakhs of the previous year.

Equity

The Companys equity comprises 1,00,00,000 equity shares with a face value of Rs.5 per share, with Promoters holding st of 48.46 % as on 31 March, 2023.

Book Value

The Books Value of shares as on 31 March, 2023 is Rs.53.25 per share.

Other Equity

T h e C o m p a n y s o t h e r e q u i t y d e c r e a s e d t o st Rs. 4,825.41 Lakhs as on 31 March, 2023 as against Rs. 4,931.03 Lakhs of the previous year. Free reserves constitute 100% of the other equity.

Long Term Borrowings

The Companys Long Term borrowings stood at

st

Rs. 1,851.66 Lakhs as on 31 March, 2023, compared to

Rs. 2,424.61 Lakhs of the previous year as detailed below:

(Rs.in Lakhs)

Particulars	2022-2023	2021-2022
Long Term Loan	1,329.39	1,851.66
Current Maturities of Long Term Borrowings	522.27	572.95
Total	1,851.66	2,424.61

APPLICATION OF FUNDS

Gross Block

The Companys Gross Block of Fixed Assets increased to Rs.8,436.82 Lakhs as against Rs. 7,451.00 Lakhs of the previous year.

RISK MANAGEMENT

The Company has robust management architecture. The Company identifies categories, maps mitigation strategies and monitors potential risks. The strategies are drawn up considering potential risks within the short / medium / long term outlook:

Type of Risk	Mitigation Strategy	Outlook
Industry Risk
Softening demand for FIBC bags will impact offtake.	M i n i m i z e c o s t o f production and develop long term relationships so as to the supplier of choice.	Long Term
Raw Material Risk
Unavailability of raw material can diminish production capacity.	Long term relationship with suppliers of PP G r a n u l e s e n s u r e s steady availability.	S h o r t t o Long Term
Regulatory Risk
Change in regulation or legislation may derail production strategy.	T r a c k s r e g u l a t i o n s consistently and monitors s t a t u t o r y i n d u s t r y c o m p l i a n c e s o r a n y changes to them.	Medium Term
Operational Risk
Inefficient operational p r a c t i c e s c o u l d influence production c o s t a n d a f f e c t competitive.	- Maintain equipment r e g u l a r l y t o a v o i d untimely breakdown.
	- Focuses on upgrading technology and processes to enhance efficiency.	Short Term
	- Employs various safety precautions to reduce accidents.
E x c h a n g e R i s k
C u r r e n c y m a r k e t volatilities may impact margins.	- Hedges export proceeds using forward contracts and avail PCFC in Foreign currency for w o r k i n g c a p i t a l .	Short Term
	- Focuses on obtaining long term contracts and spot sales that optimize offtake and realizations.

BOARD OF DIRECTORS

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

Nomination and Remuneration Committee and Audit Committee at their meeting held on 30-05-2023, the Board of Directors at their meeting held on 30-05-2023 have

reappointed Shri Rammohanraja Ramji as Managing Director for a further period of 3 years starting from 01-04-2024. Approval of the members has been sought for his reappointment as set out in the Notice convening the Annual General Meeting.

In accordance with the provisions of the Companies Act, Shri S.R. Subramanian (DIN: 00122141), Director retire by rotation at the ensuing Annual General Meeting and is being eligible offer himselves for reappointment.

Your Directors recommended the reappointment of Shri S.R. Subramanian as director liable to retire by rotation. Approval of the members by way of special resolution has been sought for continuing the appointment of Shri S.R. Subramanian, Director of the Company beyond 75 years in terms of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies

Act, 2013, the KMPs of the Company as on date are;

1. Shri R. Ramji, Managing Director

2. Shri S. Seenivasa Varathan, Chief Financial Officer

3. Shri A. Emarajan, Company Secretary & Compliance Officer

4. Shri B. Ponram, Chief Operating Officer

Shri B.Ponram, Chief Operating Officer has been designated as one of the KMP of the Company with effect from 14-11-2022.

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years and are not liable to retire by rotation. No Independent Directors retired during the year.

Declaration by Independent Directors

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

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

The company has formulated a code of conduct for the Directors and Senior Management Personnel, which has been complied with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

Policy of Directors Appointment and Remuneration

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

The Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the policy during the year under review.

T h e w e b a d d r e s s o f t h e P o l i c y i s a t http://polyspin.org/admin/policy/Nomination%20Remuneratio n%20Policy.pdf.

None of the Directors are disqualified under Section 164 of

the Companies Act, 2013.

BOARD EVALUATION

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

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

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

MEETINGS

During the year under review, five meetings of the Board were held. The details of the Board and Committee Meetings are provided in Corporate Governance Report forming part of this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1, the Board of Directors of the Company confirm that the Company has complied with the applicable Secretarial Standards.

ORDERS PASSED BY REGULATORS

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

INTERNAL FINANCIAL CONTROLS

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

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor, submits his Internal Audit Reports to the audit committee, which are reviewed by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

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

REPORT ON CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY

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

Your Directors are pleased to inform that the amount required to be spent on CSR for the financial year 2022-2023 was Rs.19,79,284/-. The excess spent for the financial year 2021-22 available for set off was Rs.1,60,966/-. After adjusting the same, the CSR obligation for the financial year 2022-23 was Rs.18,18,318/-. The Company had incurred CSR expenditure of Rs. 18,31,327/-. Accordingly, the Company fulfilled its obligation on CSR for the financial year 2022-23. The excess spent of Rs.13,009/- is available for set off in the forthcoming financial years.

The CSR Policy is available at the companys website at the following link: http://polyspin.org/admin/policy/coporate% 20social%20 responsibility.pdf.

The Annual Report on CSR as prescribed under companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-III.

STATUTORY AUDIT:

M/s. Krishnan and Raman (Firm Registration No. 001515S), Chartered Accountants were appointed as Statutory Auditor of your Company at the Annual General Meeting held on 26-08-2022 for the first term of 5 consecutive years. They will hold office till the 42 Annual General Meeting to be held in the year 2027.

The report given by the Statutory Auditor on the financial statements of the Company for the financial year 2022-2023 is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDIT:

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our Company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your Company for the financial year 2022 – 23.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai to conduct the Secretarial

Audit of the Company for the financial year ended 31 March, 2023. The Secretarial Audit Report (in Form MR – 3) is enclosed as Annexure – IV to this report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from the Secretarial Auditor that none of the Companys Director have been debarred or disqualified from being appointed or continuing as Directors of the Companies is enclosed as Annexure IV A to this report.

C O N S E RVAT I O N O F E N E R G Y, T E C H N O L O G Y ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act, 2013, the Company has uploaded the extract of Annual Return in the Company website at www.polyspin.org. The said return can be accessed at the following link http://polyspin.org/admin/investorrelation/Annual%20Return_ 31032023.pdf

D E TA I L S O F S U B S I D I A RY, J O I N T V E N T U R E

ASSOCIATES

As on March 31, 2023, the Company is having one Associate Company namely M/s. Lankaspin Private Limited, Srilanka and does not have any Subsidiary or Joint Venture.

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

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Associate Company viz. M/s. Lankaspin Private Limited, Srilanka along with the Auditors Report thereon, forms part of this Annual Report. As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Companys website at the following link at www.polyspin.org

The consolidated net profit after tax of the Company amounted to Rs. 537.46 Lakhs for the year ended 31 March 2023 as against the Net Profit after tax of Rs. 921.54 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under review is Rs. 388.90 Lakhs as compared to Rs. 953.82 Lakhs of the previous year.

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

The Company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received for sexual harassment.

During the year, the Company has not received any

complaints on sexual harassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, it is reported that the Company has not accepted any fixed deposit from the public during the year under section 73 of the Act. The Company has no deposit, which is not in compliance with the Chapter V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Companys website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk

management policy, as required under Regulation 17(9) of

SEBI (LODR) Regulations, 2015 and Pursuant to Section 134(3)(n) of the Companies Act, 2013. An internal Risk Management Committee has been formed to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present, the committee has not identified any element of risk which may threaten the existence and development of the Company.

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

Audit Committee as well as the Board of Directors has adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year 2022-2023 and till the date of this report.

PARTICULARS OF EMPLOYEES

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

RELATED PARTY TRANSACTIONS

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

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

As required under Regulation 46(2)(g) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Related Party Transaction Policy is available on the Company Website and its web link is http://polyspin.org/admin/ policy/uploaded-62cbabf72c23d8.47105888.pdf.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company enjoys a very cordial relationship with workers and employees at all levels.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your Companys thrust is on the promotion of talent internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31-03-2022 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount of Rs.4,01,856/- for the financial year 2014-15 to IEPF on 14-10-2022. The company has also transferred 19,600 Equity shares to IEPF on 15-11-2022. The unclaimed dividend pertaining to the year 2015-16 will be transferred to the IEPF on or before 13-10-2023.

CODE OF CONDUCT

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

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

INSIDER TRADING

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that;

(a) in the preparation of the annual accounts for the year ended 31-03-2023, the applicable accounting standard had been followed along with proper explanation relating to material departures;

(b) they had 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 as on 31-03-2023 and of the profit of the Company for the year on that date;

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

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

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

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers – Axis Bank Limited, Share Transfer Agent, Customers, Suppliers, Shareholders and Regulatory Authorities.

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

		On Behalf of the Board,
	For POLYSPIN EXPORTS LIMITED,
	S.V. RAVI	R.RAMJI
Place : Rajapalayam	Director	Managing Director & CEO
Date : May 30, 2023	(DIN : 00121742)	(DIN : 00109393)