The Directors have pleasure in presenting their 77^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL_RESULTS:

(Amount in lakhs)

The Company has adopted Indian Accounting Standards (Ind-As) as prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2. DIVIDEND:

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

4. INFORMATION ON THE STATE OF COMPANY’S AFFAIR

The Company achieved a turnover of Rs. 1,05,76,57,953/- during the current year, as against Rs. 1,08,27,58,016/- during the previous year. The profit during the year has been Rs. 10,90,31,213/- as against Rs. 10,32,58,046/- during the previous year 2016-17.

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors’ state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary, associate Companies or Joint Venture the Company has a holding Company named AJI Commercial Private Limited.

8. DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

9. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS.

According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by a company for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal financial control system also comprises due compliances with Company’s policies, standard operating procedures and audit and compliance by an in house internal audit division, supplemented by internal audit checks from Nirmal Nagpal, the Internal Auditor.

The Internal Auditor independently evaluated the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibility to report deficiencies to the Audit & Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

11. DIRECTORS:

A) Since last Report, following Changes in Directors and Key Managerial Personnel took place:

- During financial year Mr. Milin Ramani resigned from the post of Company Secretary w.e.f June 30, 2017.

- During financial year Mrs. Sampada Sachin Sawant appointed as Company Secretary w.e.f. July 01, 2017.

- Post financial year Mr. Pradip Pai (DIN: 00107704) has stepped down from the Directorship due to pre-occupancy with effect from August 14, 2018.

- Post financial year Mr. Rajiv Agarwal (DIN: 00518199) was appointed as an Independent Director w.e.f August 14, 2018.

- Post financial year Mr. Chandrakant Gupte (DIN: 08019397) was appointed as an Independent Director w.e.f August 31, 2018.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Dhau Lambore, Director of the Company is liable to retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Board has recommended for the same. Details about the directors being appointment / re-appointment are given in the Notice of the 77^th Annual General Meeting being sent to the members along with the Annual Report.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

C) Annual Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

D) Number of Meetings of the Board of Directors:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the

Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The details of Board and Committee meetings held during the financial year 2017-18 are provided in Corporate Governance Report which forms a part of Annual Report.

E) Familiarisation Programme for Independent Directors

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance report and are also available on our website (https://www.polsonltd.com/investor.htm). Further at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

12. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently four Committees of the Board, as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

- Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted vigil mechanism policy under the provision of Sec 177 of the Companies Act, 2013. The vigil mechanism provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management discussion and Analysis Report is enclosed as a part of this report .

15. CORPORATE GOVERNANCE CERTIFICATE

Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 along with Independent Auditor’s Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website (https://www.polsonltd.com/investor.htm)

Polson’s Code of conduct for the prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (https://www.polsonltd.com/investor. htm). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

16. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure A to this report.

17. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS & OUTGO:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed in Annexure B to this report

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to your company since no transactions of such nature has been undertaken or entered into by your company.

The amount of loan already given is within the limits prescribed u/s 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as detailed in Annexure C to this report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure D to this Report.

21. STATUTORY AUDITORS

The shareholder at their Seventy Sixth Annual General Meeting held on September 29, 2017 approved appointment of M/s. R. G. B. & Associates, chartered Accountants (FRN. 144967W) as Statutory Auditors of the Company for a period of five years from the conclusion of Seventy Sixth Annual General Meeting till the conclusion of the 81^st Annual General Meeting . The Auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Director’s comment on Auditor’s Observation

22. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018.

The Secretarial Audit Report is annexed and detailed in Annexure E to this report herewith. The qualifications provided in the report are self explanatory and along with explanation of Board are as follows.

COMMENTS ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

23. INTERNAL AUDITOR

The Board of Directors of the Company has appointed Mr. Nirmal Nagpal as an Internal Auditor of the Company. The auditor reports to the Audit Committee

24. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return has been annexed as Annexure ‘F’ to this report.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

26. COMPLIANCE WITH THE MINIMUM PUBLIC SHAREHOLDING (MPS) REQUIRMENTS

Our company is now MPS compliant. During the year, the Promoters of the company have sold 11,200 shares through “Offer For Sale” mechanism available with Bombay Stock Exchange.

27. MISCELLANEOUS

Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

Your Company did not allot any equity share as sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

During the year under report, no significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future.

27. ACKNOWLEDGEMENTS

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors

Sudhir Nevatia

Chairman

DIN:00001258

Place: Mumbai

Date: 31.08.2018