The Directors are delighted to present the 21st Annual Report on the
 business and operations of your company together with Audited Accounts
 and Cash Flow Statement for the financial year ended 31st March, 2012.
 
 REVIEW OF OPERATIONS
 
 Your company has effectively utilized its capacity and has recorded net
 sales of Rs. 3966.48 lacs against Rs.  3074.60 lacs in the previous
 financial year and registered an overall increase of 29%.
 
 Sale of PET containers has increased by 33.58% in comparison to last
 year. Sale of Water Storage Tanks has also increased by 10.78% compared
 to last year. An increase of 53.42% in the sale of Profiles in
 comparison to previous year.
 
 FINANCIAL RESULTS:
 
 The financial results for the year ended 31st March, 2012 are
 summarized below :
 
                                             Amount Rs. In lacs
 
                                  2011-2012           2010-2011
 
 Net Sales Turnover                 3966.48             3074.60
 
 Gross Profit before Interest 
 and Depreciation                    344.35              322.07
 
 Less : Interest                     154.85              151.44
 
 Depreciation                        146.75              134.62
 
 Profit(Loss) for the year            42.75               36.01
 
 Less : Provision for Taxation        12.50               10.01
 
 Profit/(Loss) after Taxation         30.25               26.00
 
 Add: Balance brought 
 forward from Previous Year           43.00               87.70
 
 Less: Transfer pursuant 
 to Scheme of Arrangement              0.00               89.99
 
 Add: Prior period Item                0.00               19,29
 
 Balance carried to the 
 Balance Sheet                        73.25               43.00
 
 CORPORATE DEVELOPMENTS/GROWTH & EXPANSION :
 
 All the units of the company are running very well. There were
 considerable significant developments during the year 2011-12.
 Considering the increasing demand of its products the Company is
 setting up a new unit at Rudrapur, Dist. U.S. Nagar in the state of
 Ultrakhan.
 
 With the continuous research and development, understanding the
 customer needs and preferences for design and quality remained another
 focus area. Improvement of overall product performance by implementing
 the planned strategies, bringing in new developments and product
 improvements based on consumer research have helped your company to
 achieve an unprecedented performance during the year under review. The
 improved performance of your company over the last few years is a
 testimony to the fact that the company is moving in the right direction
 and has adopted the right model of doing its business.
 
 DIVIDEND:
 
 In view of marginal Profits, the Board of Directors does not recommend
 payment of dividend for the year under review.
 
 CAPITAL STRUCTURE
 
 The authorized share capital of the Company is Rs. 750 Lacs divided in
 75 lacs Equity Shares of Rs. 10 each. 
 
 DEPOSITORY SYSTEM
 
 The IS1N No. allotted to the Company is INE262C01014. The Company has
 also established the required connectivity with both the NSDL & CDSL
 through its registrar and share transfer agent Link In-time India Pvt.
 Ltd., Delhi for both physical and demate segments.
 
 The equity shares of the Company can be held in electronic, form with
 any depository participant (DP) with whom the Members/Investors have
 their depository account.
 
 DIRECTORS ;
 
 In terms of provisions of Sec. 255, 256 of the Companies Act, 1956 and
 the articles of association of the company Shri Adarsh Singhania & Shri
 S. L. Daga, Directors of the Company are liable to retire by rotation
 at the ensuing Annual General Meeting and being eligible offer
 themselves for re-appointment.  The Board recommended their
 re-appointment.
 
 At the meeting of the Board of Directors of your Company held on
 21.06.2012, your Board felt it fit and proposed to re- appoint Shri Lai
 Chand Baid as Managing Director & Shri Rajiv Baid as Whole time
 Director designated as Executive Directors of the Company for a further
 period of 5 years w.e.f. 1st December, 2012 and 1st October, 2012
 respectively.
 
 Shri B.L. Baid, Non-executive Chairman and Shri Bharat Baid, Executive
 Director of the Company were resigned as Directors w.e.f. 14.06.2012
 because of their personal engagements. Shri B.L. Baid was associated
 with the Company since incorporation and held Chairmanship of the
 Company. Shri Bharat Baid was associated with the Company since 1997
 and held significant leadership positions including that of a Whole
 time Director of the Company.
 
 The Board places on record its sincere appreciation for the valuable
 contributions made by Shri B.L. Baid and Shri Bharat Baid to the
 Company in providing advice and counsel with regard to the business
 strategies and investments which have significantly contributed to the
 Company''s growth and stature during the tenure as director of the
 Company in its meeting held on 21st June, 2012.
 
 Mr. Sarabjit Singh, who was appointed as Additional director would
 vacate the office at the forthcoming Annual General Meeting. A notice
 has been received from a member u/s 257 of the Companies Act, 1956
 signifying his intention to propose the appointment as a Director of
 the Company has been received. The Board recommended his appointment.
 
 None of the Directors of the Company are disqualified for being
 appointed as Directors as specified in Sec. 274(1) (g) of the Companies
 Act, 1956.
 
 A brief resume of expertise and details of other directorships of these
 directors is attached along with Notice of the ensuing Annual General
 Meeting.
 
 PUBLIC DEPOSITS :
 
 Your Company has not accepted any Public Deposits.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to requirement under section 217 (2AA) of the Companies Act,
 1956 and in respect of the annual accounts for the period under review
 your Directors hereby confirm that :-
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there gre no material departures.
 
 ii) The Board of directors have selected and applied appropriate
 accounting policies consistently and made judgment 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
 the Profit & Loss Account for the period under review.
 
 iii) Proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities.
 
 iv) The annual accounts have been prepared on going concern basis.
 
 AUDITORS:- ,
 
 M/s. A. Natani & Co., Chartered Accountants, retire at the forthcoming
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. The Company has received the Certificate from them that
 their re-appointment, if made, would be within the limits prescribed
 u/s 224(1 B) of the Companies Act, 1956.
 
 COMPLIANCE OFFICER:
 
 CS Gajanand Gupta, Finance Controller and Company Secretary, is looking
 after all compliances under various laws and can be contacted for any
 investor related matter relating to the company. His contact No. :
 0141-2363048/ 2363049 and e-mail ID is guptag@polycon.in
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 
 A.  CONSERVATION OF ENERGY :-
 
 Your company is committed to follow high standards of environmental
 protection and provisions of a safe and healthy work place for workers,
 customers and other stakeholders.
 
 The manufacturing units of the Company are well planned and adequately
 equipped for ensuring optimum energy utilization. Besides the measures
 already taken, efforts are continuing to examine and implement fresh
 proposal for further conservation of energy. Positive impact of
 measures already taken has been observed on the costs.
 
 B.  TECHNOLOGY ABSORPTION :-
 
 As we know technology plays a vital role in any organization.  Your
 company believes that only by using latest technology, the production
 and productivity can improve. The technology that is being used by your
 company is eco-friendly that conserve the environment. All the units of
 the company are well furnished with suitable equipments and self
 sufficient in the matter of manufacturing process. We proactively and
 continuously invest in developing technology which adds value to our
 business. The technology is being updated on a regular basis by keeping
 abreast of the latest developments in the field.
 
 C.  FOREIGN EXCHANGE EARNINGS & OUTGO :- 
     Foreign Exchange Earnings
 
     Export Sale                           : Rs. NIL
 
     OUTGO
 
     Expenses on foreign travels           : Rs. 3.20 lacs
 
     Interest on WCFC Loan                 : Rs.  31.92 lacs 
     Expenses on import on CIF 
     basis for
 
     - Capital Goods                       : Rs.  NIL
 
     - Raw Material                        : Rs.  NIL
 
     - Stores & Spares                     : Rs.  NIL 
 
 PARTICULARS OF EMPLOYEES :-
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975 as amended, regarding Employees : NIL
 
 CORPORATE GOVERNANCE
 
 POLYCON International Ltd. looks upon good Corporate Governance
 practices as a key driver of sustainable corporate growth and long term
 shareholder value creation.  Corporate Governance brings on equilibrium
 between the expectations of the owners, employees, customers and all
 other stakeholders and it ensures the commitment of the Board in
 managing the Company in transparent manner.
 
 The company believes in ethical business conduct, integrity and
 commitment to value which enhance and retain stake holder''s trust.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors express their sincere thanks and wishes to place
 on record its deep appreciation for the continued support, confidence
 and co-operation that the company has received from Rajasthan Financial
 Corporation, Indian Overseas Bank and various departments of State and
 Central Government and Trade Associations and also to all the employees
 start working at different level for their dedication, hard work and
 invaluable contribution.
 
 The Company maintained healthy, cordial and harmonious industrial
 relations at all level. Despite competition, the enthusiasm and
 unstinting efforts of the employees, have enabled the Company to remain
 at fore-front of the Industry Your Company continued to receive
 co-operation & unstinted support from the distributors, retailers,
 stockists, suppliers and others associated with the company as its
 trading partners. The Directors wish to place on record their
 appreciation for the same and your company will continue in Endeavour
 to build and nurture strong links with trade, based on mutuality,
 respect and cooperation with each other and consistent with consumer
 interests.
 
                                       For and on behalf of the Board
 
 Place : Jaipur                                CA L.C. BAID
 
 Date : 21.06.2012                         CHAIRMAN & MANAGING
 
                                                DIRECTOR