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Uniroyal Industries Ltd.

BSE: 521226 Sector: Industrials
NSE: N.A. ISIN Code: INE980D01019
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VOLUME 200
52-Week high 13.36
52-Week low 5.13
P/E 7.34
Mkt Cap.(Rs cr) 6
Buy Price 7.75
Buy Qty 300.00
Sell Price 8.20
Sell Qty 1000.00

Uniroyal Industries Ltd. (UNIROYALIND) - Director Report

Company director report

The Members

Uniroyal Industries Limited

Your Directors are pleased to present the 23rd Annual Report and the Company's auditedaccounts for the financial year ended March 31 2016.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2016 is summarisedbelow:

Particulars Consolidated Standalone
Financial Year Ended 31.03.16 Financial Year Ended 31.03.15 Financial Year Ended Financial Year Ended 31.03.16 31.03.15
Sales/Income from operations 5062.61 5645.14 2238.69 2401.10
Other operating Income 13.36 11.94 4.70 3.34
Total Income 5075.97 5657.08 2243.39 2404.44
Total Expenditure 4564.32 5047.88 1807.24 1871.30
Interest 195.42 243.06 132.35 168.71
Gross Profit after interest but before Depreciation & Tax 316.23 366.14 303.81 364.43
Depreciation 201.26 220.76 192.60 205.32
Profit Before Tax 114.97 145.38 111.21 159.11
Provision for Tax
-Income Tax 25.17 42.01 24.71 42.01
-Tax Adjustments 1.79 7.28 0.31 6.79
-Deferred Tax Liability 11.98 6.80 11.28 10.48
Net Profit 76.03 89.29 74.91 99.83
Proposed Dividend 0.00 0.00 0.00 0.00
Carried to Balance Sheet 76.03 89.29 74.91 99.83
Paid up equity share capital 826.87 826.87 826.87 826.87
Reserves & Surplus 696.32 620.29 668.51 593.60

2. REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

Total income from operations (Net of excise) decreased from Rs. 2404.44 lacs to Rs.2243.39 lacs thereby registering a decrease of 6.70% due to slow down in demand inindigenous as well as International markets. Profit before tax decreased to Rs. 111.21lacs as against previous year figure of Rs. 159.11 Lacs. Consolidated total incomedecreased from Rs.5657.08 lacs to Rs. 5075.97 lacs. The company is hopeful of achievinghigher sales and increased profitability in the ensuing year.

3. DIVIDEND

In order to conserve resources for meeting the Company's expansion plans the Directorsof your Company express their inability to recommend any dividend for the Financial Year2015-16.

4. AMOUNT CARRIED TO RESERVES

The profit earned by the company are standing in the profit and loss account of thecompany and no amount has been transferred to general reserve during the year underreport.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT.

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

7. ENERGY CONSERVATION AND TECHNOLOGY ABSORTION FOREIGN EXCHANGE EARNING AND OUT GO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows :

(A) Conservation of Energy
i) The steps taken or impact on conservation of energy NIL
ii) The steps taken for utilizing alternate sources of energy NIL
iii) The capital investment on energy conservation equipments NIL
(B.) Technology Absorption
i) The efforts made towards technology absorption NIL
ii) The benefits derived like product improvement cost reduction product development or import substitution N.A.
iii) In case of imported technology(imported during the last 3 years reckoned from the beginning of the Financ ial Year) N.A.
a) The details of Technology imported
b) The year of Import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
iv) The expenditure incurred on Research and Developm ent NIL
(C)Foreign Exchange Earnings and outgo
i) The foreign exchange earned in terms of actual inflows during the year RS.15306049
ii) The foreign exchange outgo during the year in terms of actual outflows RS.3130694

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Your Directors draw attention of the members to Note 10 to the financial statementwhich sets out related party disclosures.The particulars of Contracts or Arrangements madewith related parties made pursuant to Section 188 are annexed to this Board report in FormAOC-2 as Annexure - I.

11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to selection and appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure-IIA & IIB and is attached to this report.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT-9and is attached as Annexure-III to this Report.

13. BOARD MEETINGS

The Company had seven Board meetings during the financial year under review.

14. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

15. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

16. AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Sushil Gupta

c. Mr. Akhil Mahajan

The Audit Committee consists of two independent Directors viz. Mr. Anirudh Khullar andMr. Sushil Gupta and one executive director Mr. Akhil Mahajan.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

17. SHARES

(A) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

(B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

(C) BONUS SHARES

No Bonus Shares were issued during the year under review.

(D) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

18. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder schedule V of the SEBI (LODR) regulations 2015 is presented in a separate sectionforming part of the Annual Report.

19. SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review no company have become or ceased to be Company'ssubsidiaries joint venture or associate company. The company has only one 100% subsidiarycompany particulars of which are attached in Form AOC-1. The Annual Report contains theconsolidated financial statements of the holding company and its subsidiary duly auditedby the statutory auditors and the said financial statements have been prepared in strictcompliance with applicable Accounting Standards and Listing Agreement. The consolidatedFinancial Statements presented by the company include financial results of the subsidiarycompany. A statement in respect of the subsidiary giving the details of capital reservestotal assets and liabilities details of investments turnover profit before taxationprovision of tax profit after taxation and proposed dividend is attached to this report.The company will make available the Annual Accounts of the subsidiary company and otherrelated information to any member of the company who is interested in obtaining the same.The annual accounts of the subsidiary company are available for inspection at theregistered office of the company and that of the respective subsidiary between 11.00 A.Mto 1.00 P.M on all working days.

20. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.

21. LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange Mumbai. Your company is regularin paying annual listing fees to the concerned stock exchange. There was no change inAuthorised/Paid up capital during the year.

22. DIRECTORATE

The Board consists of Executive and Non executive Directors including independentDirectors who have varied experience in different disciplines of corporate functioning. Inaccordance with the provisions of the Act and the Articles of Association of the CompanyMr. Akhil Mahajan and Mr. Abhay Mahajan Directors of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible have offered themselves forre-appointment. The Board recommends the appointment of Mr. Akhil Mahajan and Mr. AbhayMahajan as directors of the company liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.

23. AUDITORS AND AUDITOR'S REPORT

M/s A G P R S & Associates Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re appointment. The Board recommendstheir re appointment as auditors of the company for the financial year 2016-17.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark

24. COST AUDITORS AND COST AUDITOR'S REPORT

Cost audit is not applicable to the company for Financial Year 2015-16.

25. SECRETARIAL AUDITOR AND SCERETARIAL AUDITOR'S REPORT

The Board has appointed Mr. Manish Aggarwal Practising Company Secretary (M. No.7055) to conduct Secretarial Audit for the financial year 2015-16. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed herewith this Report. Copyof the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary isenclosed as Annexure IV.

26. INTERNAL CONTROL SYSTEM

The company's internal control system is commensurate to the size and nature of itsbusiness and it ensures timely and accurate financial reporting in accordance with theapplicable accounting standards; optimum utilization efficient monitoring timelymaintenance and safety of assets; compliance with applicable laws regulations listingagreement and management policies; effective Management information system and review ofother systems. During the year such controls were tested and no reportable materialweakness in the design or operation were observed

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 westate that during the year under report none of the employees drew remuneration in excessof the limits set out in the said rules.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that: a) in the preparation of the annual accounts for the yearended March 31 2015 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same; b) the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the profit of the Company for the year ended on that date; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a 'going concern' basis; e) the Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

29. PERSONNEL AND INDUSTRIAL RELATIONS

The Employee relations continued to be co-ordial. The Directors wish to place on recordtheir sincere appreciation for the contribution of the Employees of the Company at alllevels.

30. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board
Dated: 30th May 2016
sd/- sd/-
(Akhil Mahajan) (Abhay Mahajan)
Place: Panchkula
Executive Director Executive Director

Annexure - 1

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

Particulars Details
a) 1. Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions’
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

Particulars Details
a) 2. Name (s) of the related party & nature of relationship Mr. Arvind Mahajan
b) Nature of contracts/arrangements/transaction Rent paid for house which was taken on lease by the company.
c) Duration of the contracts/arrangements/transaction Till 30th September 2016
d) Salient terms of the contracts or arrangements or transaction including the value if any Rent @ Rs. 12.00 Lacs per annum is paid
e) Date of approval by the Board 28.02.1998
f) Amount paid as advances if any NIL
a) 3. Name (s) of the related party & nature of relationship Mrs. Rashmi Mahajan
b) Nature of contracts/arrangements/transaction Salary paid to Mrs. Rashmi Mahajan for working as Executive Director in the company
c) Duration of the contracts/arrangements/transaction Till 31st March 2019
d) Salient terms of the contracts or arrangements or transaction including the value if any Salary @ Rs. 16.75Lacs per annum is paid.
e) Date of approval by the Board 30.01.2016
f) Amount paid as advances if any NIL

 

a) 4. Name (s) of the related party & nature of relationship Mr. Akhil Mahajan
b) Nature of contracts/arrangements/transaction Salary paid to Mr. Akhil Mahajan for working as Executive Director in the company
c) Duration of the contracts/arrangements/transaction Till 31st August 2017
d) Salient terms of the contracts or arrangements or transaction including the value if any Salary @ Rs. 24.93 Lacs per annum is paid.
e) Date of approval by the Board 29.07.2011/30.09.2014
f) Amount paid as advances if any NIL

 

a) 5. Name (s) of the related party & nature of relationship Mr. Abhay Mahajan
b) Nature of contracts/arrangements/transaction Salary paid to Mr. Abhay Mahajan for working as Executive Director in the company
c) Duration of the contracts/arrangements/transaction Till 31st October 2017
d) Salient terms of the contracts or arrangements or transaction including the value if any Salary @ Rs. 29.12 Lacs per annum is paid.
e) Date of approval by the Board 31.10.2014/30.09.2015
f) Amount paid as advances if any NIL
a) 6. Name (s) of the related party & nature of relationship A M Textiles & knitwears Ltd
b) Nature of contracts/arrangements/transaction Rent received from subsidiary company
c) Duration of the contracts/arrangements/transaction 31ST March 2017.
d) Salient terms of the contracts or arrangements or transaction including the value if any Rent of Rs. 0. 42 Lacs is received for the financial year 2015-16.
e) Date of approval by the Board 30th October 2007
f) Amount paid as advances if any NIL
a) 7. Name (s) of the related party & nature of relationship A M Textiles & knitwears Ltd
b) Nature of contracts/arrangements/transaction Purchase from subsidiary company
c) Duration of the contracts/arrangements/transaction Ongoing transactions
d) Salient terms of the contracts or arrangements or transaction including the value if any Yarn of Rs. 14.02 Lacs is purchase for the financial year 2015-16.
e) Date of approval by the Board 30th October 2007
f) Amount paid as advances if any NIL

 

a) 8. Name (s) of the related party & nature of relationship A M Textiles & knitwears Ltd
b) Nature of contracts/arrangements/transaction Sale to subsidiary company
c) Duration of the contracts/arrangements/transaction Ongoing transactions
d) Salient terms of the contracts or arrangements or transaction including the value if any Yarn of Rs. 0.00 Lacs is sale for the financial year 2015-16.
e) Date of approval by the Board 30th October 2007
f) Amount paid as advances if any NIL

ANNEXURE-II A

NOMINATION AND REMUNERATION POLICY OF UNIROYAL INDUSTRIES LIMITED

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto. This policyon nomination and remuneration of Directors Key Managerial Personnel and SeniorManagement has been formulated by the Nomination and Remuneration Committee (NRC or theCommittee) and has been approved by the Board of Directors in the Board of Directorsmeeting held on 30th July 2015.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. TheKey Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany's operations.

1.5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity

1.7. To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

2.1. Act means the Companies Act 2013 and Rules framed thereunder as amended fromtime to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel (KMP) means

2.4.1. Chief Executive Officer or the Managing Director or the Manager; 2.4.2.Whole-time director; 2.4.3. Chief Financial Officer; 2.4.4. Company Secretary; and 2.4.5.such other officer as may be prescribed.

2.5. Senior Management Personnel means personnel of the company who are members of itscore management team excluding the Board of Directors including Functional Heads.

2.6. "Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee The Committee shall:

3.1.1. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

3.1.3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

3.2. Policy for appointment and removal of Director KMP and Senior Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

-An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly) on the basis of followingcriteria:-

a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency ofMeetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity ofInformation from the Management to the Board v. Number of Committees and their role. vi.Overall performance of the Company b. Criteria for evaluation of the Individual Directors;i. Experience and ability to contribute to the decision making process ii. Problem solvingapproach and guidance to the Management iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

3.2.5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

3.3. Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Act.

c) Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

d) Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

1) Remuneration to Managing Director / Whole-time Directors:

a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

The Nomination and Remuneration Committee shall make such recommendations to the Boardof Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

b. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the prior approval of the Central Government.

c. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.

2. Remuneration to Non- Executive / Independent Directors:

a. The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c. An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e. The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall be incompliance with the applicable provisions of the Companies Act 2013 and in accordancewith the Company's Policy.

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto time.

d) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

4. MEMBERSHIP OF COMMITTEE

4.1 The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent. 4.2 Minimum two (2) members shall constitute a quorum for theCommittee meetings. 4.3 Membership of the Committee shall be disclosed in the AnnualReport. 4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

Chairman of the Nomination and Remuneration Committee meeting could be present at theAnnual General Meeting or may nominate some other member to answer the shareholders'queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

7. COMMITTEE MEMBERS' INTERESTS

7.1 The disclosure of Interest and participation in the meetings by a member of theCommittee shall be as per the provisions of the Act and Rules made thereunder from time totime.

7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

9.2 In the case of equality of votes the Chairman of the meeting will have a castingvote.

10. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

ANNEXURE-IIB

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE OF UNIROYALINDUSTRIES LIMITED

1. Introduction

1.1 Uniroyal Industries Limited (UIL) believes that an enlightened Board consciouslycreates a culture of leadership to provide a long-term vision and policy approach toimprove the quality of governance. Towards this UIL ensures constitution of a Board ofDirectors with an appropriate composition size diversified expertise and experience andcommitment to discharge their responsibilities and duties effectively.

1.2 UIL recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. UIL aims to have an optimum combination of ExecutiveNon-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources Nomination andRemuneration Committee for identifying persons who are qualified to become Directors andto determine the independence of Directors in case of their appointment as independentdirectors of the Company.

3. Terms and References:

In this Policy the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Human Resources Nomination and Remuneration Committee" means thecommittee constituted by UIL's Board in accordance with the provisions of Section 178 ofthe Companies Act 2013 and Clause 49 of the Equity Listing Agreement.

3.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement.

4. Policy:

4.1 Qualifications and criteria

4.1.1 Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members the NR Committee maytake into account factors such as: General understanding of the Company's businessdynamics global business and social perspective; Educational and professional backgroundStanding in the profession; Personal and professional ethics integrity and values;Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act 2013;

Shall give his written consent to act as a Director;

Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.

4.1.4 The NR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationships aredisclosed by a Director.

4.2.2 The criteria of independence as laid down in Companies Act 2013 and Clause 49of the Equity Listing Agreement is as below: An independent director in relation to acompany means a director other than a managing director or a whole-time director or anominee director

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company; c. who has or had no pecuniary relationship with thecompany its holding subsidiary or associate company or their promoters or directorsduring the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e. who neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

(v) is a material supplier service provider or customer or a lessor or lessee of thecompany.

f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business.

g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule IV to

the Companies Act 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The NR Committee shalltake into account the nature of and the time involved in a Director's service on otherBoards in evaluating the suitability of the individual Director and making itsrecommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships. For thepurpose of considering the limit of the Committees Audit Committee and Stakeholders'Relationship Committee of all Public Limited Companies whether listed or not shall beincluded and all other companies including Private Limited Companies Foreign Companiesand Companies under Section 8 of the Companies Act 2013 shall be excluded.

ANNEXURE-III FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on financial year ended on31.03.2015 Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of theCompany (Management & Administration) Rules 2014.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 201 (1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2016]

To

The Members

Uniroyal Industries Limited

I have conducted the secretariat audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Uniroyal Industries Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory complianceand expressing my opinion thereon.

Based on my verification of the Uniroyal Industries Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its offices agents and authorized representativesduring the conduct of secretarial audit. I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Uniroyal Industries

Limited for the financial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (’SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-Laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (’SEBI Act’);

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

I/we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii)The Listing Agreements entered into by the Company with Stock Exchange(s);

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines

Standards etc. mentioned above subject to the following observation:

Companies Act 2013 and rules made thereunder:

(a) The Company has not appointed Chief Financial Officer and the Company Secretary inthe Company as required by

Section 203 the Companies Act 2013 and rules made thereunder.

(b) The company has appointed M/s Gopal Bhargav & Co. Chartered Accountants asInternal Auditors of the company for the Financial Year 2015-16 but Form MGT-14 asrequired under Rule 8 of the Companies (Meetings of the Board and its Powers) Rules 2014has not been filed.

I/we further report that :-

The Board of Directions fo the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views arecaptured and recorded as part of the minutes.

I/we further report that there are adequate systems and processes in the companycommensurate with the size and operations of

the company to monitor and ensure compliance with applicable laws rules regulationsand guidelines.

I/we further report that during the audit period the company there were no specificevents/actions having a major bearing on the company affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above.

Place : Panchkula (Manish Aggarwal)
Dated : 30th March 2016 C.P. No. 7055