Dear Shareholders

The have pleasure in presenting the 39th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 312018.

FINANCIAL HIGHLIGHTS

(RS. IN LACS)

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared Interim Dividend @ 12% of Rs 1.20 per Equity Share of Rs 10/- each on 12th February, 2018 which has been paid. No final dividend was recommended by the Board and the Interim Dividend declared is the Dividend on the Equity Shares of the Company for the Financial Year Ended March 2018.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover of Rs.253.03 Crores as against Rs. 249.61 Crores in the previous year.

Profit before tax for the year is Rs. 16.75 Crores compared to profit of Rs. 27.20 Crores in last year, lower mainly due to demand of C forms raised by department 4.52 Cr along with interest and penalty.

Exports have increased to Rs. 2690.78 Lacs from Rs. 2448.28 Lacs in last year.

ISO 9001-2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles of Association of the Company Smt. Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible offers himself for re-appointment.

Further the Board of Directors appointed Shri Narendra Kumar Ambalal Porwal (DIN 08066542) as Independent, Non-Executive Additional Director of the Company for a period of five years effective from February 12,2018 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the forthcoming Annual General Meeting.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah Managing Director has been honored and awarded “Indian Leadership Award for Industrial Development” by All India Achievers Foundation New Delhi and Manufacturer of the year in Foil Industry of India by Times of India Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on Management Discussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI) the Company’s shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April 2001. Necessary agreements have been entered by the Company with NSDLCDSL and with M/s Big Share Services Private Limited who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31st March 2018 are in full conformity with the requirements of the Companies Act 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates Chartered Accountants Pali.

The Directors further confirm that:-

a. The applicable Ind AS have been followed in the preparation of the Annual Accounts and proper explanations have been furnished relating to material departures if any;

b. Accounting Policies have been selected and applied consistently and reasonably and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013 a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under Section 135 of the Companies Act 2013 are given in Annexure ‘B’.

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor’s Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of companies’ act 2013in relation to Loan Investment & Guarantee given by the company during the financial year ended 31st March 2018.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 & as per Regulation 22 SEBI (LODR) Regulations 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of your Company’s Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct.

Access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Company’s websitewww.pgfoils.in

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls which impact the financial statements as part of its Standard Operating Procedures (SOP). The SOP’s are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls affecting the financial statements are adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the entire requirement as stipulated in Section 149(6) of the Companies act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali the Auditors of the Company to audit the accounts of the company for the Financial Year 2017-18. As required under the provisions of the Section 139 of the companies’ act 2013 the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates Chartered Accountants Pali aware that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR’S REPORT

Observations in the Auditor’s Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March 2019. Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2017-18 was 30th September 2018. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.

The Company has received letter from Cost Auditor to the effect that their re-appointment if made would be within the prescribed limits under Section141(3) (g) of the Companies Act 2013 and that they are not disqualified for re-appointment.

SECRETARIAL AUDIT

During the year under review M/S M Sancheti & Associates Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2018. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, no complaints were received by the Company related to sexual harassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134 read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014 regarding conservation of Energy Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure “A” forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks Institutions the Central Government the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

BY ORDER OF THE BOARD

FOR P G FOILS LIMITED

PLACE : PIPALIA KALAN (PANKAJ P SHAH)

DATE : AUGUST 14,2018 MANAGING DIRECTOR

DIN 00160558