United Polyfab Gujarat Ltd.
|BSE: 533024||Sector: Industrials|
|NSE: UNITEDPOLY||ISIN Code: INE368U01011|
|BSE 05:30 | 01 Jan||United Polyfab Gujarat Ltd|
|NSE 05:30 | 01 Jan||United Polyfab Gujarat Ltd|
|BSE: 533024||Sector: Industrials|
|NSE: UNITEDPOLY||ISIN Code: INE368U01011|
|BSE 05:30 | 01 Jan||United Polyfab Gujarat Ltd|
|NSE 05:30 | 01 Jan||United Polyfab Gujarat Ltd|
The Board of Directors hereby submits the report of the business and operations ofUnited Polyfab Gujarat Limited along with the audited financial statements for thefinancial year ended March 31 2019.
REVIEW OF BUSINESS OPERATION
During the year there were new developments happened in the company by which thecompany may reach to a new height soon. During the year under review Company has earnedtotal income of Rs. 1636146212 as against the total income of Rs. 1047033892 forprevious year. The total income of the company was increased by 56.26% over previous year.Further Profit before Tax in the financial year 2018-19 stood at Rs. 30961588 ascompared to Rs. 19584124 of last year and Net Profit after Tax stood at Rs. 19058930compared to profit of Rs. 13381885 for previous year. The Profit before tax and Netprofit After Tax was increased by 58.10% and 42.42% respectively over previous year. Theincrease in revenue from operation led the Company to generate higher profit compared toprevious year.
With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2018-19 (Previous year - Nil).
Net Profit Transfer to General Reserve:
Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve & Surplus account of the Company.
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
The Board of the Company comprises four Directors out of which one is PromoterExecutive Director one is Promoter Non-Executive Director and two are Non-PromoterNon-Executive Independent Directors. As on March 31 2019 the Board comprised followingDirectors;
^ Committee includes Audit Committee and Shareholders' Grievances Committee across allPublic Companies. ~ Excluding Foreign Companies Section 8 Companies & struck offCompanies.
The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company. Neither any of the Director of the Company is holding position asDirector in more than 8 listed entities nor any of the Director of the Company serve asIndependent Director in more than 7 listed entities. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act 2013.
The meetings of the Board are scheduled at regular intervals at least once in aquarter to decide and discuss on business performance polices strategies and othermatter of significance. The schedules of meeting are circulated in advance to ensureproper planning and effective participation in meetings. Additional Board meetings areconvened as and when required. During the year under review Board of Directors of theCompany met 10 (Ten) times on May 29 2018 August 13 2018 September 01 2018 September05 2018 September 29 2018 October 13 2018 November 14 2018 January 22 2019January 25 2019 and March 26 2019. The gap between two consecutive meetings was notmore than one hundred and twenty days as provided in section 173 of the Act. The detailsof attendance of each Director at the Board Meeting and Annual General Meeting are givenbelow;
~ w.e.f. August 13 2018 ^ up to May 29 2018
During the year the Board of Directors has also passed certain resolutions throughcirculation in compliance of Section 175 of the Companies Act 2013. All such resolutionspassed through circulation have been noted in subsequent Board Meeting and form part ofminutes of such subsequent meetings.
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 26 2019 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 Companies Act 2013 that they meet thecriteria of independence laid down in Section 149 (6) of the Companies Act 2013.
Information on Directorate
During the financial year Mr. Anchit Agrawal has resigned as Independent Director ofthe Company w.e.f. May 29 2018. The Board of Directors placed its appreciation to Mr.Anchit Agrawal for rendering his service. The Board of Directors in their meeting held onAugust 13 2018 had appointed Mr. Sumit Saraf as an Additional (Non-ExecutiveIndependent) Director whose appointment was regularized by the Members of the Company intheir last annual general meeting held on September 28 2018 and he was appointed asIndependent Director of the Company for a period up to August 13 2023. In accordance withthe provisions of the Articles of Association and Section 152 of the Companies Act 2013Mr. Ritesh Hada (DIN: 01919749) Non-Executive Director of the Company retires by rotationat the ensuing annual general meeting. He being eligible has offered himself forre-appointment as such and seeks re-appointment. The Board of Directors recommends hisre-appointment as such on the Board. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") of the person seeking re-appointment as Directoris annexed to the Notice convening the 9th annual general meeting.
Key Managerial Personnel
During the year under review Mr. Gagan Mittal is acting as Chairman and ManagingDirector of the Company.
Further Mr. Girish Solanki who was acting as Chief Financial Officer of the Companyhad tendered his resignation from the post w.e.f. March 26 2019. In his place the Boardappointed Mr. Mahesh Gupta as Chief Financial Officer of the Company w.e.f. April 152019. Ms. Nidhi Aggrawal who was acting as Company Secretary of the Company had tenderedher resignation from the post w.e.f. January 22 2019. In her place the Board appointedMs. Payal Shah as Company Secretary of the Company w.e.f. March 26 2019.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 in the following manners; o The performance of the board was evaluated by the boardafter seeking inputs from all the directors on the basis of the criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc. o The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. o The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. o In addition the chairman wasalso evaluated on the key aspects of his role. Separate meeting of independent directorswas held to evaluate the performance of non-independent directors performance of theboard as a whole and performance of the chairman taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
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 accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2019 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
SHARE CAPITAL Authorized Capital
The present Authorized Capital of the Company is Rs. 70000000/- divided into7000000 Equity Shares of Rs. 10/- each.
Issued Subscribed & Paid-up Capital
The present Issue Subscribed & Paid-up Capital of the Company is Rs. 69838500/-divided into 6983850 Equity Shares of Rs. 10/- each. During the year underreview there was no change took place in the authorized share capital of the Company.Further the Company has allotted 1300000 equity shares at a price of Rs. 100/- per equityshare (including premium of Rs. 90/- per equity share) to the holder of Equity Warrantspursuant to conversion of Equity Warrants held by them on September 5 2018. Furtherentire equity share capital of the Company is listed at NSE Emerge Platform.
COMMITTEES 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 once in quarter and the gapbetween two meetings did not exceed one hundred and twenty days. Additional meeting isheld for the purpose of reviewing the specific item included in terms of reference of theCommittee. During the year the Constitution of the Committee was changed due toresignation of Mr. Anchit Agrawal from Directorship. Mr. Sumit Saraf was appointed asChairperson of the Committee w.e.f. August 13 2018. During the year under review AuditCommittee met 6 (Six) times viz. May 29 2018; September 1 2018; September 29 2018November 11 2018; January 22 2019 and March 26 2019. The composition of the Committeeand the details of meetings attended by its members are given below:
~ w.e.f. August 13 2018 ^ up to May 29 2018
The Statutory Auditors and Internal Auditors of the Company are invited in the meetingof the Committee wherever requires. Chief Financial Officer of the Company is a regularinvitee at the Meeting. Further the Company Secretary of the Company is acting asSecretary to the Audit Committee. Mr. Sumit Saraf the Chairperson of the Committee hadattended last Annual General Meeting of the Company held on September 28 2018.Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard of Directors.
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 behavior 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. 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. Further the committee shall also meet as and when the needarises for review of Managerial Remuneration. During the year the Constitution of theCommittee was changed by inducting Mr. Ritesh Hada as Member of the Committee in place ofMr. Gagan Mittal. Further due to resignation of Mr. Anchit Agrawal from Directorship. Mr.Sumit Saraf was appointed as Members of the Committee w.e.f. August 13 2018. During theyear under review Nomination and Remuneration Committee met 3 (Three) times viz. August13 2018; September 1 2018 and March 26 2019. The composition of the Committee and thedetails of meetings attended by its members are given below:
~ w.e.f. August 13 2018 ^ up to May 29 2018 * w.e.f. May 29 2018
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. TheNomination and Remuneration Policy as adopted by the Board of Directors is placed on thewebsite of the Company at www.upgl.in and is annexed to this Report as Annexure A.
Remuneration of Directors
The details of remuneration/sitting fees paid during the financial year 2018-19 toExecutive Directors/Directors of the Company is provided in Form MGT-9 which is the partof this report.
C. 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 AnnualReport; Dividend Warrants; etc. During the year the Constitution of the Committee waschanged due to resignation of Mr. Anchit Agrawal from Directorship. Mr. Sumit Saraf wasappointed as Chairperson of the Committee w.e.f. August 13 2018.
During the year under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz. May 29 2018 August 13 2018 November 14 2018 and January 22 2019.The composition of the Committee and the details of meetings attended by its members aregiven below:
~ w.e.f. August 13 2018 ^ up to May 29 2018
Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2019.
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 AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2019.
EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure B.
TRANSACTIONS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas Annexure C.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis 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 312019 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure D.
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of the Company. Any Member interested in obtaining a copy of the samemay write to the Company Secretary.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we haveadopted policy on prevention prohibition and Redressal of Sexual harassment at workplaceand has duly constituted an Internal Complaints Committee in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder. During the year under review there were no incidences ofsexual harassment reported.
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.
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 E.
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.
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. However Company is complying with few of the exemptedregulations voluntarily and details of same are provided in this report under therespective heading.
ENVIROMENTAL PROTECTION & POLLUTION CONTROL
Your company regards preservation of the environment as one of its primary socialresponsibility. Accordingly the company places great emphasis on compliance with pollutioncontrol norms.
To the best of our knowledge your company has complied with all the rules andregulations which are stipulated on corporate sector from time to time by variousstatutory Authorities.
COST & MANAGEMENT AUDITOR
In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand audits) Rules 2014 the Company is required to get its cost records audited by thePracticing Cost Accountant. Accordingly the Board of Directors at their meeting held onSeptember 29 2018 appointed M/s. M.I. Prajapati & Associates Cost & ManagementAccountants Ahmedabad as Cost Auditors for auditing the cost records of your Company forthe year ended March 31 2019. Further they are also appointed as Cost Auditors forauditing the cost records of your Company for the year ended March 31 2020 by the Boardof Directors at their meeting held on September 4 2019.
STATUTORY AUDITOR AND THEIR REPORT
M/s Nahta Jain & Associates Chartered Accountants (Firm Registration No. 106801W)were appointed as Statutory Auditors of your Company at the Annual General Meeting held inthe calendar year 2014 for a term of five consecutive years subject to ratification ofappointment at every subsequent annual general meeting to be held after that AnnualGeneral Meeting. The present term of M/s Nahta Jain & Associates CharteredAccountants (Firm Registration No. 106801W) is expiring at the ensuing Annual GeneralMeeting. In terms of Rule 6 of the Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time and Section 139(2) of the Companies Act 2013 M/s Nahta Jain &Associates Chartered Accountants (Firm Registration No. 106801W) are eligible forappointment as Statutory Auditor from the conclusion of ensuing Annual General Meetingtill the conclusion of next annual general meeting to be held in the calendar year 2020.The Company has received the consent and eligibility certificate from M/s Nahta Jain &Associates Chartered Accountants (Firm Registration No. 106801W) and the audit committeeand board recommends their appointment as Statutory Auditor from the conclusion of ensuingAnnual General Meeting till the conclusion of next annual general meeting to be held inthe calendar year 2020. The Report given by the Auditors on the financial statement of theCompany is part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their 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 Ms. Payal Dhamecha Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year 2018-19 is annexed to this report as an Annexure F.
The Secretarial Audit Report contain the annotation for delayed filing of Form CRA-2with respect to appointment of Cost Auditor. Your Director states that in terms ofsection 148 and other applicable provisions the Company had appointed the Cost Auditorbut due to clerical mistake and unintentional overlooked the Form CRA-2 could not befiled within statutory time limit and the same has been filed on September 4 2019.
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 or they are not applicable to theCompany;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is 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.
APPRECIATIONS AND ACKNOWLEDGEMENT
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 during the year under review. The Board places on record its appreciation forthe support and co-operation your Company has been receiving from its suppliersdistributors retailers business partners and others associated with it as its tradingpartners. Your Company looks upon them as partners in its progress and has shared withthem the rewards of growth. It will be your Company's endeavour to build and nurturestrong links with the trade based on mutuality of benefits respect for and co-operationwith each other consistent with consumer interests. Your Directors also take thisopportunity to thank all Shareholders Clients Vendors Banks Government and RegulatoryAuthorities and Stock Exchanges for their continued support.