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United Polyfab Gujarat Ltd.

BSE: 533024 Sector: Industrials
NSE: UNITEDPOLY ISIN Code: INE368U01011
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United Polyfab Gujarat Ltd. (UNITEDPOLY) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ( the Company ) along with the audited financial statements for the financialyear ended March 31 2017.

Financial Highlights: (Rs. in Lakh)
Particulars F.Y. 2016-17 F.Y. 2015-16
Income from Operations 3959.32 3459.87
Other Income 41.44 36.61
Total Revenue 4000.76 3496.48
Less: Total Expenses (excluding Depreciation & Interest) 3503.53 3140.92
Operating Profits (PBDIT) 497.23 355.56
Less: Depreciation 225.13 178.28
Interest 122.98 61.79
Profit Before Tax 154.14 115.49
Less: Current Tax 31.90 24.55
Deferred tax Liability (Asset) 17.38 12.15
Add: Excess provision of Income Tax 0.52 0.17
Profit after Tax 105.38 78.63

REVIEW OF BUSINESS OPERATION Financial performance:

During the year under review Company has earned total income of Rs. 4000.76 Lakhas against the total income of Rs. 3496.49 Lakh of previous year. The total income of thecompany was increased by 14.42% over previous year. Further Profit Before Tax in thefinancial year 2016-17 stood at Rs 154.14 Lakh as compared to Rs 115.49 Lakh of last yearand Net Profit After Tax stood at Rs 105.38 Lakh compared to profit of Rs. 78.63 Laks forprevious year. The Profit before tax and Net profit After Tax was increased by 33.47% and34.02% respectively over previous year.

Dividend

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2016-17 (Previous year - Nil).

Net Profit Transfer to Reserve

The Company has not transferred any amount to any reserve for the financial year2016-17 (Previous year - NIL).

Change in Nature of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

As on the date of this report the Board comprises following Directors;

No. of Committee1

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Directorship 2 in which Director is in which Director is No. of Shares held as on March 31 2017
Members Chairman
Mr. Gagan Mittal Chairman and Managing Director January 16 2016 6 1 - 337550 Equity Shares
Mr. Ritesh Hada Non-Executive Director January 12 2016 16 - - 2500
Mr. Anchit Agrawal Independent Director December 24 2015 1 1 1 -
Mr. Parth Doshi Independent Director December 24 2015 1 1 1 -
Ms. Sejalben Parmar Independent Director January 01 2016 1 1 - -

1 Committee includes Audit Committee and Shareholders Grievances Committeeacross all Public Companies.

2 Excluding Section 8 Company & Limited Liabilities Partnership

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

("Listing Regulations") the Company is exempted from requirement of havingcomposition of Board as per

Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meeting & Member Meeting

Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional Boardmeetings are convened as and when requires for discussing and deciding on variousbusiness policies strategies and other businesses. During the year under review Board ofDirectors of the Company met 14 times on April 4 2016 May 2 2016 May 19 2016 June 32016 July 18 2016 August 5 2016 August 9 2016 August 30 2016 September 12 2016September 19 2016 November 9 2016 October 26 2016 March 3 2017 and March 22 2017.Further during the year one Extra-Ordinary General meeting was held on August 29 2016 Thedetails of attendance of each Director at the Board Meeting and Annual General Meeting aregiven below;

Name of Director Mr. Gagan Mittal

Mr. Ritesh Hada

Mr. Anchit Agrawal

Mr. Parth Doshi

Ms. Sejalben Parmar
No. of Board Meeting held 14 14 14 14 14
No. of Board Meeting attended 14 14 11 14 14
Presence at the previous AGM held on May 28 2016 Yes Yes Yes Yes Yes
Presence at the EGM held on August 29 2016 Yes Yes Yes Yes Yes

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act. Further the Board of Directors has also passed aresolution through circulation.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 ("The Act") and rules madethere under the Company has three Non-Promoter Independent Directors in line with theact. A separate meeting of Independent Directors was held on March 3 2017 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.upgl.in. The Company has received necessary declaration from eachindependent director under Section 149 (7) of the act that they meet the criteria ofindependence laid down in Section 149 (6) of the act.

Information on Directorate:

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Ritesh Hada Non-Executive Director of the Company retires byrotation at the ensuing annual general meeting. He being eligible has offered himselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends hisappointment on the Board. The relevant details as required under Regulation 36 (3) ofSEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 ("SEBI Listing Regulations") of the personseeking re-appointment as Director are also provided in Note No. 23 of the Noticeconvening the 7th Annual General Meeting. None of the Director of the Companyis serving as a Whole-Time Director in any Listed Company and is holding position ofIndependent Director in more than 3 Listed Company and none of the Director of the Companyis holding position as Independent Director in more than 7 Listed Company. None of theDirectors of the Company is disqualified for being appointed as Director as specified inSection 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has Mr. GaganMittal is acting as Chairman and Managing Director of the Company in the board and Mr.Girish Solanki is serving as Chief finance officer of the Company. Further the Companyhas appointed Ms. Nidhi Aggrawal as the Company Secretary and Compliance officer of theCompany. During the year under review Mr. Harshad Parmar who was appointed as ChiefFinancial Officer of the Company has resigned from the post w.e.f. September 19 2016. TheBoard of Directors has appointed Mr. Girish Solanki as Chief Financial Officer w.e.f.September 19 2016. Further Ms. Anjali Sngtani the then Company Secretary and Complianceofficer of the Company has tendered her resignation from the post w.e.f. October 26 2016.The Board of Directors of the company has appointed Ms. Nidhi Aggrawal as the CompanySecretary and Compliance officer of the Company w.e.f. May 9 2017.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role. Separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole andperformance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended March 31 2017 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2017 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:-

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 6 (Six) times viz on April 42016 May 2 2016 July 18 2016 September 19 2016 November 9 2016 and March 3 2017.The composition of the Committee and the details of meetings attended by its members aregiven below:

Name Designation Number of meetings during the financial year 2016-17

Held

Attended

Mr. Parth Doshi Chairman 6 6
Mr. Anchit Agrawal Member 6 4
Mr. Gagan Mittal Member 6 6

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee have been accepted by the Boardwherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behaviour actual or suspected fraud or violation of Company s Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.upgl.in.

B. Stakeholder s Grievance & Relationship Committee:

The Company has constituted Stakeholder s Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders / Investors Grievances if any like Transfer /Transmission / Demat of Shares;

Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.During the year under review Stakeholder s Grievance & Relationship Committee met 4(Four) times viz on June 3 2016 July 18 2016 November 9 2016 and March 3 2017 Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Name Designation

Number of meetings during the financial year2016-17

Held

Attended

Mr. Anchit Agrawal Chairman 4 3
Mr. Parth Doshi Member 4 4
Ms. Sejal Parmar Member 4 4

Complaint

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2017.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 5 (Five) times viz on May 2 2016 June 3 2016 July 18 2016 September19 2016 March 3 2017 The composition of the Committee and the details of meetingsattended by its members are given below:

Name Designation

Number of meetings during the financial year 2016-17

Held

Attended

Mr. Anchit Agrawal Chairman 5 4
Mr. Parth Doshi Member 5 5
Ms. Sejal Parmar Member 5 5

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are; a. Policy on Appointment ofDirectors Key Managerial Personnel and Senior Management

Personnel: o The policy is formulated to identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KeyManagerial Personnel and Senior Management personnel and recommend to the Board for his /her appointment. o A person should possess adequate qualification expertise andexperience for the position he/ she is considered for appointment. o In case ofappointment of Independent Director the Committee shall satisfy itself with regard to theindependent nature of the Director vis--vis the Company so as to enable the Board todischarge its function and duties effectively. b. Policy on remuneration of DirectorKMP and Senior Management Personnel:

The Company s remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company s philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.upgl.in.

Remuneration of Director:

The details of remuneration paid during the financial year 2016-17 to the Chairman andManaging Director of the Company is provided in Form MGT-9 which is the part of thisreport.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at March 31 2017 in Form MGT-9 forms part ofthis Annual Report as Annexure 1. CHANGE IN SHARE CAPITAL Authorized Share Capital

The Authorized Share Capital of the Company has been increased by the members in theirExtra-ordinary General Meeting held on August 29 2016 from Rs. 50000000/- dividedinto 5000000 Equity Shares of Rs. 10/- each to Rs. 60000000/- divided into 6000000Equity Shares of Rs. 10/- each. Further After the closure of Financial Year AuthorizedShare Capital of the Company has been increased by the members in their Extra-ordinaryGeneral Meeting held on July 10 2017 from Rs. 60000000/- divided into 6000000Equity Shares of Rs. 10/- each to Rs. 70000000/- divided into 7000000 Equity Sharesof Rs. 10/- each.

Paid-up Share Capital

During the year the Company has made allotment of 1000000 Equity Shares pursuant toconversion of Equity Warrants in to Equity Shares. Although the Board of Directors hasapproved the allotment the Equity Shares have not been credited to beneficiary account ofthe allottee as the Company is awaiting the Listing approval from National Stock Exchangeof India Limited.

After the closure of financial year the Board of Directors of the Company had proposedthe allotment of 1300000 convertible Equity Warrants on Preferential basis and the samehas been approved by the Members of the Company in their Extra-ordinary General Meetingheld on July 10 2017. An application has already been made to National Stock Exchange ofIndia Limited for in-principle approval for the allotment of convertible Equity Warrants.

LISTING OF SECURITIES

The company had made the application to National Stock Exchange of India Limited forListing of its security on the Emerge Platform pursuant to Initial Public issue of1701000 Equity Shares of Rs. 10/- each at a premium of Rs. 35/- per Equity Share. TheNational Stock Exchange of India Limited has given final approval for listing and tradingof 4683850 Equity Shares of Rs. 10/- each on Emerge platform and the Equity Shares ofthe Company are available for trading from Tuesday June 7 2016 onwards.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2016-17 the Company has entered into few transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and at arms length basis. The details of the related partytransactions as required under Accounting Standard - 18 are set out in Notes to thefinancial statements. Information on transactions with related parties pursuant to section134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014 aregiven in Annexure 2 in Form AOC-2 and the same forms part of this report.

DISCLOSURE OF REMUNERATION:

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 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules will be available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request. Having regard to the provisions of the first proviso to Section136(1) of the Act and as advised the Annual Report excluding the aforesaid information isbeing sent to the members of the Company. Disclosures relating to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided as an Annexure3 which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312017 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134 (3) (m) of the Act read with theCompanies (Accounts) Rules 2014 are provided as an Annexure 4.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis Report.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s Nahta Jain & Associates Chartered Accountants (Firm Registration No. 106801W)is acting as Statutory Auditor of the Company. The Members of the Company in the Annualgeneral Meeting held in the year 2014 has appointed M/s Nahta Jain & AssociatesChartered Accountants till the conclusion of the Annual General Meeting to be held in theyear 2019 subject to ratification by shareholders at each Annual General Meeting. YourBoard recommends the ratification of appointment of the Statutory Auditors The AuditorsReport for financial year 2016-17 is self-explanatory and does not contain anyqualification reservation or adverse remark. The Auditors Report is enclosed with thefinancial statements in this Annual

Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

The Company has appointed Mr. Anand Lavingia Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules made thereunder. The Secretarial AuditReport for the financial year 2016-17 is annexed to this report as an Annexure - 5.The Secretarial Audit Report contains annotations that is to say the Company has not givenprior intimation to stock exchange under Regulation 29 of and not given outcome of BoardMeeting under Regulation 30 for allotment 1000000 Convertible Equity Warrants under theListing Regulations . Your Directors state that the Company has allotted the convertibleEquity Warrants without any malafide intention although by mistaken the Company failed tointimate and disclose the said information to Stock Exchange. Your Directors further statethat the Company is taking necessary pre-caution to avoid such non-compliance in future.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; (i) Details relating to depositscovered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rightsas to dividend voting or otherwise; (iii) Issue of shares (including sweat equity shares)to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility; (v) Thereis no revision in the Board Report or Financial Statement;

(vi) 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;(vii)Information on subsidiary associate and joint venture companies.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavours.

For and on behalf of Board of Directors
United Polyfab Gujarat Limited
Gagan Mittal
Place: Ahmedabad Chairman and Managing Director
Date: August 2 2017 DIN 00593377

Annexure 2

Form No. AOC-2

Particulars of contracts/arrangements entered into by the company with related partiesreferred to in section 188(1) of the Companies Act 2013 A. Details of contracts orarrangements or transactions not at arm s length basis:

There were no contracts or arrangements or transactions entered in to by the Companyduring the financial year ended on March 31 2017 which were not at arm s length basis.

B. Details of material contracts or arrangement or transactions at arm s length basis:

Particulars RPT 1 RPT 2 RPT 3 RPT 4 RPT-5 RPT-6
1. Name(s) of the related party and nature of relationship Vinod Denim Limited Vinod Denim Limited Vinod Fabrics Private Limited Vinod Denim Limited United Polyfab Private Limited Mrs. Shilpa Mittal - Wife of Mr. Gagan Mittal Managing Director of the Company
2. Nature of contracts/ arrangements/ transactions Sales of Goods Sale of Yarns Sale of Goods Job work Payment of Rent Payment of Remunerat ion
3. Duration of the contracts / arrangements/ transactions F.Y. 2016- 17 F.Y. 2016- 17 F.Y. 2016- 17 F.Y.2016- 17 F.Y. 2016- 17 F.Y. 2016- 17
4. Salient terms of the contracts or arrangements or transactions including the value if any All transaction s entered by the Company is at Market rate and on arms length basis All transaction s entered by the Company is at Market rate and on arms length basis All transaction s entered by the Company is at Market rate and on arms length basis All transaction s entered by the Company is at Market rate and on arms length basis As per Lease Agreement * Appointed as General Manager w.e.f. December 13 2015
5. Date(s) of approval by the Board April 4 2016 April 4 2016 April 4 2016 April 4 2016 April 4 2016 April 4 2016
6. Amount of Transactions entered Rs. 5420874 Rs. 1575820 Rs. 5214942 Rs. 92618264 Rs. 840000 Rs. 1143779
7. Amount paid as advances if any N.A. N.A. N.A. N.A. N.A. N.A.

* The Lease agreement was entered on September 1 2012 which is valid for 10 yearsw.e.f. date of agreement.

For and on behalf of Board of Directors
United Polyfab Gujarat Limited
Gagan Mittal
Place: Ahmedabad Chairman and Managing Director
Date: August 2 2017 DIN 00593377

Annexure 3

Particulars of Employees

(pursuant to Section 197(12) read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended)

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under

A. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 a) The ratio of remuneration of each director to themedian remuneration of employees for the financial year:

Sr. No. Name Designation

Ratio against median employee s remuneration

1 Mr. Gagan Mittal Chairman and Managing Director 8.17 : 1.00
2. Mr. Ritesh Hada Non-Executive Director --
3. Mr. Anchit Agrawal Independent Director --
4. Mr. Parth Doshi Independent Director --
5. Ms. Sejalben Parmar Independent Director --

b) The Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name Designation Nature of Payment

Percentage Increase over previous year

1. Mr. Gagan Mittal Chairman and Managing Director Remuneration 50.00%
2. Mr. Ritesh Hada Non-Executive Director Sitting Fees --
3. Mr. Anchit Agrawal Independent Director Sitting Fees --
4. Mr. Parth Doshi Independent Director Sitting Fees --
5. Ms. Sejalben Parmar Independent Director Sitting Fees --
6. Ms. Anjali Sangtani Company Secretary^ Remuneration 0.00%
7. Mr. Harshad Parmar Chief Financial Officer* Remuneration (41.12%)
8. Mr. Girish Solanki Chief Financial Officer # Remuneration 100.00%

^ up to October 26 2016 * Up to September 19 2016 # w.e.f. September 19 2016

c) The percentage increase in the median remuneration of employees in the financialyear: The median remuneration of employees was increased by 69.19% over a previousyear.

d) The number of permanent employees on the rolls of the Company: 11 Employees

e) Average percentile increase in the Salaries of the Employees and ManagerialRemuneration:

The Average salaries of the employees of the Company were increased by 174.90% whilethe Managerial remuneration was increased by 50.00% over a previous year. There were noexceptional circumstances for increase in the remuneration of the managerial personnel(Executive Directors) and the increment was in order of approval from Members of theCompany. Annual increments are decided by the Nomination and Remuneration Committee withinthe salary scale approved by the members and are effective from April 1 of each year.

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014

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 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules will be available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company.

The Board of Directors of the Company affirmed that remuneration of all the KeyManagerial Personnel of the Company are as per the Remuneration Policy of the Company.

For and on behalf of Board of Directors
United Polyfab Gujarat Limited
Gagan Mittal
Place: Ahmedabad Chairman and Managing Director
Date: August 2 2017 DIN 00593377

Annexure 4 Details of Conservation of energy technology absorption foreign exchangeearnings and outgo

[Pursuant to Section 134(3)(m) of the Companies Act 2013 and rule 8(3) of theCompanies (Accounts) Rules 2014]

1. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy

The average consumption unit of electricity has been decreased as compared to the lastfinancial year 2015-16. The company has set up a new spinning unit in village Timba andproduction of which has started from March 2017 which has resulted into increase inconsumption of energy. Other necessary energy conservation measures are taken on day today basis.

ii. The steps taken by the Company for utilizing alternate sources of energy

The company has continued it s focus on energy conservation efforts through upgradation of process with new technology.

iii. Capital Investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION:

i. The effort made towards technology absorption

Your Company has been very thoughtful in introducing new technology to reduce theproduction cost improve yield enhance product endurance and strengthen finish. It isinevitable on the part of your company to adopt sustainable measures to have a competitiveedge as well as to continue with leadership position. The Company has specialized team toidentify the customer s requirement suitability of the product to the changes happeningaround scope for enlarging product utility.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

The company has installed 2 imported machines i.e. Automatic Cone winding machine andPower slub and 2 core yarn Device Machine for spinning unit which is setup in Timba toimprove productivity and Quality of Yarn produced improved by adoption of new technology.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

a) The details of technology imported:

The company has installed imported 2 machines i.e. Automatic Cone winding machine andPower slub and 2 core yarn Device Machine for spinning unit which helps in saving of timeand increase in production.

b) The year of Import: Financial Year 2016-17

c) Whether the technology has been fully absorbed: Yes

d) If not fully absorbed areas where absorption has not taken place and reasonsthereof: Not Applicable

iv. the expenditure incurred on Research and Development: Not Applicable

3. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

i. Details of foreign Exchange Earnings: Nil ii. Details of foreign ExchangeExpenditure: Nil

For and on behalf of Board of Directors
United Polyfab Gujarat Limited
Gagan Mittal
Place: Ahmedabad Chairman and Managing Director
Date: August 2 2017 DIN 00593377

Annexure A

List of other applicable Acts Laws and Regulations during the Audit Period

i. Indian Boilers Act 1923

ii. The Employees State Insurance Act 1948

iii. The Employees Provident Fund and Miscellaneous Provisions Act 1952

iv. The Child Labor Law (Prohibition & Regulation) Act 1986

v. The Equal Remuneration Act 1976

vi. The Industrial Disputes Act 1947

vii. The Industrial Employment (Standing Orders) Act 1946

viii. The Labor Laws (Exemption from furnishing returns and maintaining registers bycertain establishments) Act 1988

ix. The Maternity Benefit Act 1961

x. The Minimum Wages Act 1948

xi. The Payment of Bonus Act 1965

xii. The Payment of Wages Act 1936

xiii. The Employers Liability Act 1938

xiv. The Factories Act 1948

xv. The Personal Injuries (Compensation Insurance) Act 1963

xvi. The Personal Injuries (Emergency provisions) Act 1962

xvii. The Trade Unions Act 1926

xviii. The Workmen s Compensation Act 1923

xix. Competition Act 2002

xx. Sexual Harassment of Women at Workplace (Prevention Prohibition and Rederessal)Act 2013

xxi. The Water (Prevention and Control of Pollution) Act 1974

xxii. The Air (Prevention and Control of Pollution) Act 1981

xxiii. The Income Tax Act 1961

xxiv. Various Central and State Indirect Taxation Laws like Finance Act 1994 readwith Service Tax Rules 1994

Annexure B

To

The Members

United Polyfab Guajrat Limited

Survey No. 238 239 Shahwadi

Opp. New Aarvee Denim Narol Surkhej Highway Ahmedabad 382 405

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records. Theverification was done on test basis on the records and documents provided by theManagement of the Company to ensure that correct facts are reflected in secretarialrecords. I believe that the processes and practices followed by me provide a reasonablebasis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. The compliance of the provision of corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited toverification of procedures on test basis.

5. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor the efficacy or effectiveness with which the management has conducted theaffairs of the Company.

Place: Ahmedabad Signature:
Date: August 2 2017 Name of Practicing Company Secretary: Anand Lavingia
ACS No. : 26458 C P No. : 11410