gwalior polypipes ltd Directors report

Dear Members,

Your Directors are pleased to present the 34^th Annual Report on the business and operations of the Company together with the Financial Statements for the year ended 31^st March 2017.

Financial Highlights

The Companys financial performance, for the year ended March 31, 2017 is summarized below:-

Particulars	2016-17	2015-2016
	(Rs. In Lakhs)	(Rs. In Lakhs)
Net Sales	438.43	632.42
Other Income	3.34	1.39
Total Income	441.77	633.81
Profit/(Loss) before Depreciation, Interest & Taxes	(28.67)	22.85
Less : Interest	0.00	0.81
Less depreciation	6.66	5.83
Profit/(Loss) Before Taxation	(35.33)	16.21
Provision for Tax	0	0
Provision no longer required	0	0
Profit/(Loss) After tax	(35.33)	16.21

Company working during the Year

The year under review was very difficult and challenging. Recession in our industry saw a sharp decline in finished products. Due to continuous fall in market demand the revenues from operations was Rs. 438.43 Lacs as compared to Rs. 632.42 Lacs during the previous year. Due to tough environment within the sector, the Company incurred a loss of Rs. 35.32 Lacs. during the year under review, there were no changes in the nature of the business of the Company.

Dividend

Your Director has not recommended any dividend for this financial year.

Reserves

No amount has been transferred in reserves during the current financial.

Public Deposits

The company has not invited or accepted any deposits from the public during the year under report.

Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis is provided as a separate Section in the Annual Report which forms part of the Directors Report.

Share Capital

The paid up Equity Share Capital as on March 31, 2017 was Rs 64105860.00. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Directors and Key Managerial Personnel

The Company have devised adequate Policy for performance evaluation of Independent Directors, Board & Committees members and other individual Directors, which includes criteria for performance evaluation of all directors. Their roles, rights & responsibilities are put up on the website under code of conduct and Code of fair disclosure.

A. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

B. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

C. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Statutory Auditors

The term of your Company Auditors M/s. SNMG & Co., Chartered Accountants, expires at the ensuing Annual General Meeting. The Board has proposed the name of M/S Arun K. Agarwal & Associates.for appointment as Statutory Auditors of the company for next five years. Company has also received the consent letter from them to act as Statutory Auditors.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.

Secretarial Auditor

The Board has appointed M/s Rohit Keshri, Practising Company Secretary as per Section 204 of Companies Act, 2014 to conduct Secretarial Audit of financial year 2016-17. The Secretarial Audit Report for the year under review has been annexed with Directors Report.

Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment Of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". During the financial year 2016-17, no complaint was received under the policy.

Human Resources

Your Directors wish to place on record their deep appreciation for its human Resources. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out in an "Annexure-I" to this report.

Meeting of Board

During the period under review, Your Company have complied the requirement of board meeting as per section 173 of Companies Act, 2013. It had five Board Meetings dated 04^th April, 2016, 26^th July 2016, 29^th August 2016, 3^rd November 2016 and 16^th February 2017. The attendance details is as following:-

Name of Director	Designation	Board Meeting
Sanil Prakash Sahu	Managing Director	5
Anil Prakash Sahu	Non- Executive Director	5
Swati Sanil Sahu	Non- Executive Director	5
Ashok Gupta	Independent Director	5

Contract or arrangements with related parties

There has been no contract or arrangements entered into by the Company with any related party referred to in subsection (1) of section 188 of the Companies Act, 2013 except remuneration to managing Director Mr. Sanil P Sahu.

Directors Responsibility Statement

Pursuant to the Section 134 of the Companies Act 2013, Your Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31.03.2017;

iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Accounts have been prepared on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the Management and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material changes/commitments affecting the financial position, occurred after end of the financial year till date of report

No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is provided as a separate Section in the Annual Report which forms integral part of this Report (hereinafter "Corporate Governance Report")

Management Discussion and Analysis Report

Management Discussion and Analysis Report form part of the Annual Report.

Internal Financial Controls

Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Arpit Jain, being Internal Auditor of the Company placed their report for the financial year 2016-17, which does not contain any qualification/adverse remark.

Vigil Mechanism

The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Subsidiary/Joint Ventures/Associate Companies

Your company does not have any Subsidiary/Joint Ventures/Associate Companies.

Risk Management

During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically.The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS).

Extract of the Annual Return

The extract of the annual return as prescribed under Companies Act, 2013 i.e. Form No. MGT - 9 shall form part of the Boards report is separately annexed herewith.

General Disclosure

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

1. There are no deposits, details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

3. There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme

4. No Change in the nature of the business of the Company took place during the year.

5. There has been no loan, guarantee, investment made during the current financial year under section 186

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

7. Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation received from Companys bankers, investors, vendors, customers, government authorities and business associates during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move closer towards achieving its corporate objectives.

	By Order of the Board
	For Gwalior Polypipes Ltd.
Anil Prakash Sahu	1 Sanil Prakash Sahu
DIN : 00335684	DIN : 00335201
Place: New Delhi
Date: 30th August,2017

Annexure-A

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a. Conservation Of Energy
i. Energy conservation measures taken during the year are as follows:	Nil
ii. Steps taken by the company for utilizing alternate sources of energy:	Nil
iii. Capital investment on energy conservation equipments :	Nil

b. Technology Absorption and Research & Development

i. Efforts, in brief, made towards technology absorption, adaptation and innovation. - Nil

ii. Benefits derived as a result of the above efforts - Nil

iii. Details about imported technology (imported during last three years reckoned from the date of beginning of the financial year, if any.) - Nil

Foreign Exchange Earnings And Outgo

Particulars	2016-17	2015-16
	(Amt in INR)	(Amt in INR)
Foreign Exchange Earned	NIL	NIL
Foreign Exchange Used	NIL	NIL

The Remuneration policy of your Company is a comprehensive policy which is competitive, in line with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives and the performance of the individuals measured through the annual appraisal process.

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 with Stock Exchanges and good corporate practices.

Remuneration Criteria for Non-Executive Directors

1. As per Companys policy, the Company doesnt pay any commission or remuneration to its non-executive directors.

2. The Company reimburses the actual traveling and lodging expenses to the Non-Executive Directors for attending the Board, Committee and members meetings from time to time.

3. Independent directors are being appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the companies Act, 2013, rules made thereunder & listing agreement entered with stock exchange.

4. The Company does not provide any ESOP, etc to its directors.

Remuneration Criteria for the Executive Directors And KMP:

1. The Remuneration of the executive directors and Managing Director is determined and approved by the Nomination and Remuneration Committee of the Board, consisting of the independent directors.

2. The Executive directors being appointed for a period of 5 years at a time.

3. The Company is not paying any sitting fee as well as does not provide any ESOP, etc to its executive directors.

4. The Company is paying remuneration to its CS as per the terms of the appointment approved by the Remuneration Committee and he are also entitled for the annual increments based on their performance, evaluated by the Remuneration Committee and Board on annual basis.

By Order of the Board

For Gwalior Polypipes Ltd.

Anil Prakash Sahu	Sanil Prakash Sahu
DIN : 00335684	DIN : 00335201
Place: New Delhi
Date: 30th August, 2017