The Directors have pleasure in submitting the Twenty-seventh Annual
 Report and Audited Accounts for the year ended March 31, 2012.
 
 1.  Financial Highlights and Operations
 
 The standalone financial performance of the Company for the year ended
 March 31, 2012 is summarized below:
 
                                                     (Rs. in Lacs)
 
                                           2011-12         2010-11
 
 Gross Revenue                         1,04,719.54       98,720.06
 
 Profit before Finance Cost, 
 Depreciation & Amortisation and
 Tax and Exceptional Items               22,774.16       31,871.25
 
 Less : Finance Costs                     3,250.75        3,529.91
 
 Less : Depreciation & Amortisation       7,369.85        3,221.42
 
 Profit before Tax and Exceptional 
 Item                                    12,153.56       25,119.92
 
 Add: Exceptional Item- Gain/(Loss)       (7078.80)              -
 
 Profit before Tax but after
 Exceptional Item                         5,074.76       25,119.92
 
 Tax expenses & prior period
 adjustment                              (2,524.67)       7,466.70
 
 Profit after Tax (PAT)                   7,599.43       17,653.22
 
 Add : Surplus brought forward           21,768.83        9,616.65
 
 Profit available for Appropriations     29,368.26       27,269.87
 
 Appropriations:
 
 Transfer to General Reserve                760.00        1,780.00
 
 Interim Dividend                                -          959.54
 
 Proposed Final Dividend                  1,279.38        2,238.92
 
 Corporate Dividend Tax                     207.55          522.58
 
 Balance surplus carried to 
 Balance Sheet                           27,121.33       21,768.83
 
 2.  Consolidated Working Results
 (Under Indian GAAP)
 
 
                                                     (Rs. in Lacs)
 
                                           2011-12         2010-11
 
 Gross Revenue                         2,48,818.49     2,46,034.72
 
 Profit before Finance Cost,
 Depreciation & Amortisation and
 Tax and Exceptional Items               47,087.07       90,962.47
 
 Less : Finance Costs                     4,139.59        4,734.18
 
 Less : Depreciation & Amortisation      13,082.12        8,387.28
 
 Profit before Tax and Exceptional 
 Item                                    29,865.36       77,841.01
 
 Add : Exceptional Item -
 Gain/(Loss)                            (11,045.78)      63,687.01
 
 Profit before Tax but after 
 Exceptional Item                        18,819.58     1,41,528.02
 
 Tax expenses & prior period 
 adjustment                              (1,989.37)       7,874.39
 
 Profit after Tax before
 Minority Interest                       20,808.95     1,33,653.63
 
 Less : Minority Interest                11,410.52       28,096.69
 
 Profit after Tax and Minority 
 Interest                                 9,398.43     1,05,556.94
 
 Earnings Per Share of 
 Rs. 10/- Each (Rs.) (Basic)                 29.38          330.03
 
 Earnings Per Share of 
 Rs. 10/- Each (Rs.) (Diluted)               29.38          330.03
 
 3.  Year in Retrospect
 
 During the year under review, Company was able to maintain Consolidated
 Gross revenue by increasing sales volume despite sharp decline in
 selling prices and margins in PET Films in comparison to the
 exceptionally higher prices witnessed during the Previous Year. The
 fall in selling prices was due to creation of new PET Film capacity
 globally as also the ban imposed on usage of plastic films for
 packaging of Gutka and Pan Masala in India.
 
 Consolidated Net Income (before taxes, exceptional items and minority
 interest) for the year under report Rs. 298.65 Crores as against Rs.
 778.41 Crores during the Previous Year.
 
 With a much stronger financial position on consolidated basis, the
 Company is implementing several new projects across Thailand, USA and
 Turkey. These new projects/locations are expected to provide further
 impetus to growth and profitability in years to come besides enabling
 your Company to provide a much wider range of plastic films & resins to
 its customers.
 
 More details on operations and a view on the outlook for the Current
 Year are given in the ''Management Discussion & Analysis Report'', which
 forms part of the Annual Report.
 
 4.  Dividend
 
 The Board has recommended a Final Dividend of Rs.4/- per share (tax
 free in the hands of shareholders), which would be paid after its
 approval by the shareholders in the ensuing Annual General Meeting.
 
 5.  Subsidiary Companies
 
 A large proportion of your Company''s consolidated revenues and earnings
 pertain to the investments in subsidiaries outside India. The
 performance of the subsidiaries during the year has been satisfactory.
 
 Following three companies registered in United States of America viz.
 PAR LLC, Polyplex America Holdings Inc., and Polyplex USA LLC, as also
 another Company registered in Turkey viz. Polyplex Resin Sanayi Ve
 Ticaret AS became step-down subsidiaries during the year under report.
 
 In terms of General Circular No. 2/2011 dated February 8, 2011, issued
 by the Ministry of Corporate Affairs, Government of India, Companies
 have been granted general exemption from the provisions of Section 212
 of the Companies Act, 1956 from attaching accounts of its subsidiaries,
 subject to fulfilment of conditions mentioned therein. In terms of the
 said circular, financial data is given in the ''Details of the
 Subsidiary Companies'' in this report.
 
 6.  Consolidated Financial Statements
 
 Audited Consolidated Financial Statements for the year ended March 31,
 2012 under Indian GAAP are attached.
 
 7.  Directors'' Responsibility Statement
 
 As required under Section 217 (2AA), which was introduced by the
 Companies (Amendment) Act, 2000 your Directors confirm that :- i) In
 the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed;
 
 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 as on March 31, 2012 and of the profit of the Company
 for the year ended on March 31, 2012.
 
 iii) The Directors have taken 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 Directors have prepared the Annual Accounts on a ''going
 concern'' basis.
 
 8.  Other Statutory Information
 
 Information as required by Section 217 (1)(e) of the Companies Act,
 1956 read with Companies (Disclosure of Particulars in the Report of
 the Board of Directors) Rules, 1988 is attached.
 
 Particulars of employees as required to be furnished pursuant to
 Section 217 (2A) of the Companies Act, 1956, read with Companies
 (Particulars of Employees) Rules 1975, forms part of this report.  As
 per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
 the Report and Accounts, excluding the statement of particulars of
 employees, are being sent to all the shareholders of the Company. Any
 shareholder interested in obtaining a copy may write to the Company
 Secretary of the Company.
 
 9.  Directors
 
 Shri S.G. Subrahmanyan ceased to be Director of the Company due to his
 demise on December 27, 2011. Shri S.G. Subrahmanyan was associated with
 the Company since October 16, 1986. . He was the Chairman of the
 Company from October 16,
 
 1986 to May 28, 2002 and Vice Chairman w.e.f.  May 29, 2002. He was
 also the Chairman of the Audit Committee. Your directors place on
 record their appreciation for the contribution made by Shri S.G.
 Subrahmanyan during his association with the Company.
 
 Shri Sanjiv Saraf and Shri Sanjiv Chadha retire by rotation and being
 eligible have offered themselves for re-appointment.
 
 The tenure of Shri Pranay Kothari as Whole Time Director designated as
 Executive Director expires on September 6, 2012. Your Directors propose
 to re-appoint him for another term of three years on the terms and
 conditions contained in the Notice of the ensuing Annual General
 Meeting.
 
 10.  Auditors
 
 The Company''s Auditors M/s. Lodha & Co., Chartered Accountants,
 (Registration No. 301051E) retires at the ensuing Annual General
 Meeting, and have confirmed their eligibility and willingness to be
 re-appointed.
 
 11.  Cost Auditors
 
 In terms of Ministry of Corporate Affairs, Cost Audit Branch,
 Government of India Order dated January 24, 2012, the Board of
 Directors of the Company on the recommendations of Audit Committee have
 
 appointed M/s. Sanjay Gupta & Associates, Cost Accountants to audit the
 Cost Accounts of the Company for the Financial Year 2012-13 in respect
 of products manufactured by the Company falling under Chapter Heading
 39 under the Central Excise Tariff Act, 1985.
 
 12.  Depository System
 
 Your Company''s equity shares are being traded in ''demat'' form since
 April 30, 2001. Shareholders of the Company who are still holding
 shares in physical form are advised to get their physical shares
 dematerialised by opening a demat account with one of the Depository
 Participants.
 
 13.  Acknowledgement
 
 Your Directors wish to place on record their appreciation for the
 wholehearted and sincere cooperation the Company has received from the
 various departments of Central/State Governments, Financial
 Institutions and the Bankers to the Company. Your Directors also wish
 to place on record their appreciation for the dedicated and sincere
 services rendered by the employees of the Company.
 
                                       For and on behalf of the Board
 
                                                         Sanjiv Saraf
                                                             Chairman
 
 Place : Noida
 Date : August 14, 2012