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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 their 11th Annual report of thebusiness and operations of United Polyfab Gujarat Limited along with the auditedfinancial statements for the financial year ended March 31 2021.

Financial Highlights:

(Amount in Rs.)
Particulars F.Y. 2020-21 F.Y. 2019-20
Income from Operations 2097843392 2641378361
Other Income 3797796 6965604
Total Revenue 2101641188 2648343965
Less: Total Expenses (excluding Depreciation & Interest) 1862148991 2426948512
Operating Profits (PBDIT) 239492197 221395453
Less: Finance Cost 113643681 68922112
Less: Depreciation 103790596 111374840
Profit Before Tax 22057920 41098501
Add/Less:
Current Tax 3672240 6860000
Deferred Tax 12951707 (306270)
Provision of Income Tax 158 (11105)
Net Profit after Tax 5433815 34555875

REVIEW OF BUSINESS OPERATION

1. FINANCIAL PERFORMANCE:

During the year under review Company has earned total income of Rs.2101641188/-asagainst the total income of Rs.2648343965/- for previous year. The total income of thecompany was decreased by 20.64% over previous year. Further Profit before Tax in thefinancial year 2020-21 stood at Rs.22057920/-as compared to Rs.41098501/-of lastyear and Net Profit after Tax stood at Rs.5433815/- compared to profit ofRs.34555875/- for previous year. The Profit before tax and Net profit After Tax wasdecreased by 46.33% and 84.28% respectively over previous year.

The outbreak of Covid-19 pandemic had a moderate to high impact on the businesses ofthe Company. The Company is taking all necessary measures in terms of mitigating theimpact of the challenges being faced in the business. During the year there were newdevelopments happened in the company by which the company may reach to a new height soon.

A more detailed analysis and commentary is available in the Management Discussion andAnalysis section of this report.

2. DIVIDEND:

Keeping in mind the need to conserve resources your Directors do not recommend anydividend on Equity Shares for the year. In terms of the provisions of Regulation 43A ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas formulated a Dividend Distribution Policy and the same is available on the Company'sWebsite at www.upgl.in.

3. RESERVES:

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.

4. 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.

5. SHARE CAPITAL: o Authorized Capital

The present Authorized Capital of the Company is Rs.210000000/- divided into21000000 Equity Shares of Rs.10/- each.

The Company has increased its Authorised Share capital from Rs. 70000000/-(RupeesSeven Crore only) divided into 7000000 (Seventy Lakhs) Equity Shares of Rs. 10/- (RupeesTen Only) each to Rs.210000000/- (Rupees Twenty One Crore Only) divided into21000000(Two Crore Ten Lakhs) Equity Shares of Rs.10/- each (Rupees Ten Only) in theBoard Meeting held on January 09 2021.

o Issued Subscribed & Paid-up Capital

The present Issue Subscribed & Paid-up Capital of the Company is Rs.209515500/-divided into 20951550 Equity Shares of Rs.10/- each.

During the year Company had increased the Paid capital from Rs. 69838500/- toRs.209515500/- pursuant to allotment of 13967700(One Crore Thirty Nine Lakh SixtySeven Thousand Seven Hundred) fully paid bonus Equity shares of Rs. 10/- each in the ratioof 2: 1 [i.e. 2(two) bonus equity shares of Rs. 10/- each for every 1 (one) fully paid-upequity share of Rs.10/-]

Further entire equity share capital of the Company is listed at NSE Emerge Platform.

6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

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

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

7.1 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 2021 the Board comprised followingDirectors;

No. of Committee*

No. of Shares held as on March 31 2021.
Name of Director Category Cum Designation Appointment at current Term Directorship in which Director is Members in which Director is Chairman
Mr. Gagan Nirmalkumar Mittal Promoter Chairman and Managing Director January 16 2016 6 2 - 1633650 Equity Shares
Mr. Ritesh Kamalkishore Hada Promoter Non-Executive Director January 12 2016 18 - - 7500 Equity Shares
Ms. Sejalben Shantilal Parmar Non-Executive Independent Director January 12 2016 1 1 1 -
Mr. Sumit Saraf Ramesh Non-Executive Independent Director August 13 2018 1 1 1 -

A Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

~ Excluding Foreign Companies Section 8 Companies & struck off Companies.

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 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.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company.Neither any of the Director of the Company is holding position as Director in more than 8listed entities nor any of the Director of the Company serve as Independent Director inmore than 7 listed entities.

None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

7.2 BOARD MEETING:

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 the Company met 11 (Eleven) timeson30th May 2020 6th July 2020 1st September 2020 2ndOctober 2020 30th October 2020 11th November2020 19thNovember 2020 31st December 2020 9th January 2021 19thFebruary2021 and 18th March2021.

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below;

Name of Director Mr. Gagan Mittal Mr. Ritesh Hada Mr. Sumit Saraf~ Ms. Sejalben Parmar
Number of Board Meeting held 11 11 11 11
Number of Board Meetings Eligible to attend 11 11 11 11
Number of Board Meeting attended 11 11 11 11
Presence at the previous AGM Yes No Yes Yes

7.3 INDEPENDENT DIRECTORS:

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 18thMarch 2021to reviewthe performance of Non-Independent Directors and Board as whole and performance ofChairperson of the Company including assessment of quality quantity and timeliness offlow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company athttps://www.upgl.in/policy/nomination-and-remuneration-policy.pdf

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

7.4 INFORMATION ON DIRECTORATE:

a) During the year under review there was no change in constitution of the Board ofDirectors of the Company.Change in Designation of Board of Directors During the financialyear 2020-21 Mr. Gagan Mittal (DIN: 00593377) was re-appointed as a Chairman and ManagingDirector at 10th Annual General Meeting of the Company subject to approval of shareholdersfor further period of five (5) years from with effect from October 01 2020liable toretire by rotation there were no change in director.

b) Retirement by rotation and subsequent re-appointment.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Gagan Mittal (DIN: 00593377) Executive Director of the Companyretires by rotation at the ensuing annual general meeting. He being eligible has offeredhimself for re-appointment as such and seeks re-appointment. The Board of Directorsrecommends his re-appointment as such on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment as Director is annexed to the Notice convening the 11thannualgeneral meeting.

7.5 KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Gagan Mittal is acting as Chairman and ManagingDirector of the Company.

Further Mr. Mahesh Gupta acting as Chief Financial Officer of the company and Ms.Payal Shah was acting as Company Secretary of the Company till 02-10-2020 thereafter Ms.Rashmi Lakhani was appointed w.e.f. 30-10-2020 till 12-06-2021. Mr. Aziz Firojbhai Vanakis appointed as Company Secretary and Compliance officer of the Company w.e.f. 04-08-2021.

7.6 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 Companies Act2013 in the following manners;

o The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

o The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

o In addition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

7.7 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 2021 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 2021ongoing 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.

8. 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.

9. 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 2021.

10. 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 under review Audit Committee met 4 (Six) times viz. 6thJuly2020 1st September2020 11th November2020 and 18th March2021.The composition of the Committee and the details of meetings attended by its members aregiven below:

Name of Designation

Number of meetings during the financial year 2020-21

Members in Committee Held Eligible to attend Attended
Mr. Sumit Saraf Independent Director Chairperson 4 4 4
Ms. Sejal Parmar Independent Director Member 4 4 4
Mr. Gagan Mittal Executive Director Member 4 4 4

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.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard of Directors.

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 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 athttps://www.upgl.in/policy/vigil-mechanism.pdf.

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 under review Nomination and Remuneration Committee met 3 (Three) timesviz. 1st September 2020 30th October 2020 and 18thMarch 2021.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation in Committee

Number of meetings during the financial year 2020-21

Held Eligible to attend Attended
Mr. Sumit Saraf Independent Director Chairperson 3 3 3
Ms. Sejal Parmar Independent Director Member 3 3 3
Mr. Ritesh Hada Non-Executive Director Member 3 3 3

o NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.

Salient Features of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment. 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 visa-vis the Company so as to enable the Board todischarge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-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 Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at https://www.upgl.in

o REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2020-21 toExecutive Directors/Directors of the Company is provided in Form MGT-7 which is availableon the website of Company's on www.upgl.in.

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 under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz. 6th July2020 1st September2020 11th November2020 and 18th March 2021. The Company had not received any complaints from theShareholders. There was no complaint pending as on March 312021.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation in Committee

Number of meetings during the financial year 2020-21

Held Eligible to attend Attended
Ms. Sejal Parmar Independent Director Chairperson 4 4 4
Mr. Sumit Saraf Independent Director Member 4 4 4
Mr. Gagan Mittal Executive Director Member 4 4 4

Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.

11. 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.

12. STATUTORY COMPLIANCES

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.

13. 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.

However Company is complying with few of the exempted regulations voluntarily anddetails of same are provided in this report under the respective heading.

14. 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. March312021 to the date of this Report.

The COVID-19 pandemic is rapidly spreading across the world as well as in India and hadcaused nationwide shutdown. The company has resumed its business activities in a phasedmanner in line with the directives of the Government of India. The Company's managementhas made initial assessment of likely adverse impact on business and believes that theimpact is not material in nature. As informed to us the management does not see any mediumto long term risks in the company's ability to continue as going concern and meeting itsliabilities as and when they fall due.

15. TRANSACTIONS WITH RELATED PARTIES:

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large or which warrants the approval of theshareholders. The details of the transactions with Related Parties are provided in theCompany's financial statements in accordance with the Accounting Standards

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

The Policy on Related Party Transactions as approved by the Board is available onCompany's website at www.upgl.in.

16. 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 - A.

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.

17. 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. Further the company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace During the year under review there were no incidences of sexual harassmentreported.

18. 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.

19. 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 - B.

20. 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 as an Annexure- C.

21. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on 31st March 2021 is available on the Company's website Providelink under Investor Section.

22. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively. During the year underreview the Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India New Delhi.

23. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

24. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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 on 4thSeptember 2021 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 312021.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.

26. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. ‘Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and‘Code of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders'. The Policy is available on the company'swebsitehttps://www.upgl.in/policy/code-of-conduct-for-insider-trading.pdf

27. STATUTORY AUDITOR AND THEIR REPORT

M/s. Rajiv Shah & Associates Chartered Accountants (Firm Registration No. 108554W)as Statutory Auditor of the Company were appointed at 10thAnnual GeneralMeeting held in the calendar year 2020 for the period of two years till the conclusion of12thAnnual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

28. SECRETARIAL AUDITOR AND THIEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SCS Co and LLP Practicing Company Secretaries to conduct the SecretarialAudit of the Company for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended 31st March 2021pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as"Annexure - D". The Secretarial Audit Report does not contain anyqualifications reservation or adverse remarks.

29. REPORTING OF FRAUD

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

30. 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 or they are not applicable to theCompany;

30.1 DEPOSITS:

Details relating to deposits covered under Chapter V of the Act and The Company has notaccepted during the year under review any Deposits and there were no overdue deposits.

30.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.

30.3 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

30.4 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

30.5 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts ortribunalsimpacting the going concern status of the Company and its future operations.

30.6 DIFFERENTIAL RIGHTS:

Issue of Equity Shares with differential rights as to dividend voting or otherwise;

30.7 SWEAT EQUITY SHARES AD EMPLOYEES STOCK OPTION SCHEME(ESOS):

Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and ESOS;

30.8 REVISION OF REPORTS AND STATEMENTS:

There is no revision in the Board Report or Financial Statement;

31. 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 for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany's endeavor to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.

Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

For and on behalf of Board of Directors
United Polyfab Gujarat Limited
Gagan Mittal
Place: Ahmedabad Chairman and Managing Director
Date: 4th September 2021 (DIN 00593377)

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