Uniply Industries Ltd Directors Report.

TO ALL MEMBERS,

Your Directors are pleased to present the report of the business and operations of your Company along with the Audited Financial Statements for the year ended March 31, 2019. The consolidated performance of the Company and its Subsidiary has been referred to wherever required.

FINANCIAL RESULTS AND STATE OF AFFAIRS

Rs. in Lakhs except to per share data

Particulars Consolidated Standalone
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Revenue from Operations 46857.54 38793.19 17193.18 13412.96
Other Income 3622.79 1609.85 345.545 624.39
Total Income 50480.33 40403.03 20648.63 14037.35
Operating Profit 9984.48 7748.53 3890.42 1889.88
Profit before Exceptional items and Taxation 5587.02 4160.60 2723.18 1399.78
Exceptional item (For consolidated results, it is inclusive of profit share of Associate M/S Uniply Decor Ltd.) 332.82 1280.42 -2.01 1140.5
Taxation -1969.44 -2151.03 -890.01 -1048.89
Profit after Tax 3950.40 3289.99 1831.16 1491.41
Total Comprehensive Income for the year 3943.01 3279.82 1836.14 1490.31
Earnings per share
- Basic (In Rs.) 2.60 13.72 1.21 6.23
- Diluted (In Rs.) 2.12 13.72 0.99 6.23

Note: The above figures are extracted from the audited Standalone and Consolidated financial statements prepared as per Indian Accounting Standard (Ind AS).

DIVIDEND

Your Directors recommend a final dividend of Re 0.24 per equity share on the Companys 16,52,13,420 equity shares of Rs.2/- each for the year 2018-19. The final dividend on the equity shares, if declared as above, would entail an outflow of Rs.478.04 lakhs towards dividend and tax thereon.

The dividend payment is subject to approval of members at the ensuing Annual General Meeting

TRANSFER TO RESERVE:

No profit has been transferred to General Reserve.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

SUBSIDIARIES & ASSOCIATES

As on March 31, 2019 your Company has a wholly Owned Subsidiary viz. Vector Projects India Pvt Ltd. is Indias largest integrated turnkey interior solutions provider. M/s. Uniply Decor Ltd (Formerly known as UV Boards Ltd) is an associate company is in the business of Manufacturing and trading in plywood and its allied products.

The Company has disinvested its stake in other wholly owned subsidiary viz Uniply Blaze Pvt Ltd w.e.f. 09.10.2018.

The detail with respect to Subsidiaries and Associate is stated in Form AOC-1 in Annexure A.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. The Web link for the same is http://www.uniply.in/ pdf-excel/RELATED_PARTY_TRANSACTIONS_POLICY.pdf.

The detail with respect to Related Party Transactions is stated in form AOC-2 in Annexure B.

CONSOLIDATED FINANCIAL STATEMENTS

As per the prescribed provisions of the Companies Act, 2013, Rule thereon and Accounting Standard the Consolidated Financial Statements of the Company prepared forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 134(3) (c) of the Companies Act, 2013, your Directors confirm:

a. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. That 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 the profit or loss of the Company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the annual accounts on a going concern basis.

e. That proper internal financial control is in place, that the financial controls were adequate and were operating effectively, that systems to ensure compliance with the provisions of all applicable laws.

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and there adequate and operating efficiently.

SHARE CAPITAL & CONVERTIBLE SHARE WARRANTS

The authorized share capital and paid up Share Capital of the Company as on 31.03.2019 is Rs.65,00,00,000/- (32,50,00,000 Equity shares of Rs.2/- each) & 33,04,26,840/- (16,52,13,420 Equity shares of Rs.2/- each) respectively. On 12th June, 2018 resolution through postal ballot , the face value of the equity shares of the Company sub-divided from H10/- each to Rs.2/- each. Subsequently, the Company fixed record date i.e. 26th June, 2018 for the purpose of entitlement of split of face value of equity shares from H10/- each to Rs.2/- each to the shareholders of the Company.

During the year under review the Company has allotted 45,14,798 equity shares of H10/- each and 96,28,824 number of share warrants of H10/- each at a premium of Rs.400.85 each on 25.04.2018. Further 46,20,687 {(45,50,101 on 09.10.2018) + (70586 on 14.02.2019)} number of warrants of H10/- each got converted into 2,31,03,435 {(2,27,50,505 shares on 09.10.2018) +( 3,52,930 shares on 14.02.2019)} equity shares of Rs.2/- each. Balance share warrants were also split into 5 each consequent to the split in equity face value from H10/- to Rs.2/- each. As on 31.03.2019 the number of outstanding share warrants are 2,50,40,685 of Rs.2/- each at a premium of Rs.80.17, out of which 25% of the issue price including premium has been received from the share warrant holders. These share warrants are required to be exercised by the warrant holders on or before 24.10.2019.

RISK MANAGEMENT POLICY

Risk Assessment and minimization procedures have been framed by the Company named as "Risk Management Charter" and are reviewed by the Committee from time to time. The Committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company. The Duties and Responsibilities of the Committee are as follows:

Annually review and approve the Risk Management Policy and associated frameworks, processes and practices of the Company.

Ensure that the Company is taking the appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

Evaluate significant risk exposures of the Company and access managements actions to mitigate the exposures in a timely manner.

Co-ordinate its activities with Audit Committee in stances where there is any overlap with Audit activities.

Within its overall scope as aforesaid, the Committee shall review risks trends, exposure and potential impact analysis and mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility, encompassing much more than social outreach, continuous to be an integral part of the Companys activity. The detailed CSR report is annexed as per Annexure C.

STATUTORY AUDITORS & THEIR REPORT

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. Lily & Geetha Associates, Chartered Accountants, Chennai, having FRN.: 006982S was appointed as the Statutory Auditors of the Company at the 21st Annual General Meeting held on 28th September, 2017 for a term of five years till the conclusion of 26th Annual General Meeting. However, M/s. Lily & Geetha Associates, Chartered Accountants, Chennai has tender their resignation as the Statutory Auditors of the Company, expressing their inability due to constraint of manpower for the Audit, resulting in a casual vacancy in the office of the Auditors of the Company w.e.f. 14th August, 2019 as per section 139(8) of the Companies, Act, 2013.

In accordance with aforesaid provisions of the Act, the Board has recommended to the members for the appointment of M/s. N D Kapur & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of the Company: a) to fill the casual vacancy caused by the resignation of M/s. Lily & Geetha Associates, Chartered Accountants, Chennai and to hold the office of the Statutory Auditors upto the conclusion of this Annual General Meeting: and b) for a period of five years from the conclusion of the 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting of the Company to be held in the year 2024.

M/s. N D Kapur & Co., Chartered Accountants, New Delhi, has confirmed their eligibility to act as the Statutory Auditors of the Company.

M/s. Lily & Geetha Associates, Chartered Accountants, 16 (Old No. 37) Akbarabad 2nd Street, Kodambakkam, Chennai – 600024 have completed the Statutory Audit for period 2018-19 and submitted their Auditors Report to the Shareholder, which does not contain any, Qualification or adverse remark. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDIT/MAINTENANCE OF COST RECORDS

The Company was not falling under criteria given for maintenance of Cost Record/Cost Audit as per the Companies (Cost Records and Audit) Rules, 2014. Hence cost audit/Maintenance of cost record was not conducted.

SECRETARIAL AUDIT

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 has appointed M/s. P.K Panda & Co., Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D". The Secretarial Audit Report of the Secretarial Auditor and their remark, observation is self-explanatory.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Chairman of the Board.

The Internal Auditor M/s. C. Ramasamy & B Srinivasan, Chartered Accountants monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

PUBLIC DEPOSITS

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DIRECTORS, KMP & CHANGES THEREIN

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013. Mr. BVM Sarma has been appointed as Joint Managing Director & KMP of the Company w.e.f. 29.05.2018. Mrs Parul Satyan Bhatt has also been appointed as an Independent Director of the Company w.e.f. 14.11.2018.

There are no other changes in Directors & KMP during the period under review. However, Mr. Srinivasan Sethuraman has resigned from the position of Managing Director as well as from the Board of the Company on14th August, 2019 and Mr. BVM Sarma has also resigned from the position of Joint Managing Director as well as from the Board of the Company on14th August, 2019. Further Mr. Nazeer Azam Sulthan (DIN: 08072833) was appointed as an Additional Director (Non-Executive) on the Board of the Company w.e.f 14th August, 2019 and he will be designated as the Managing Director of the Company w.e.f 15th September, 2019.

MEETING OF THE BOARD

During the year under review Six (6) Board Meetings were held. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

MEETING OF THE COMMITTEE

The Board has various Committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and CSR Committee. The details of each committee and their respective meetings have been provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on

February 14, 2019 without the presence of Executive Directors and members of the management wherein they inter alia discussed:

The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; the performance of Non-Independent Directors and the Board as a whole; the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of The Companies Act, 2013 and the SEBI (LODR) 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in Annexure E.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to SEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link to access the aforesaid programme is http://www.uniply.in/pdfexcel/INDEPEDENT_DIRECTORS_FAMILARISATION_ PROGRAMME.pdf.

MEETINGS AS PER THE PROVISIONS OF THE ACT

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review Six Board Meetings, four Audit Committee Meetings and other Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as per Annexure F.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism/Whistle Blower Policy is posted on the website of the Company and available in this web link: http://www.uniply.in/pdf-excel/WHISTLE_ BLOWER_POLICY.pdf

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure G".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of The Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure H".

DISCLOSURE REGARDING COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

FOREX TRANSACTION

During the year under review the foreign exchange earned by the Company was Nil and outgo amounted to Rs.42,11,489/- on account of import of materials.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE) and necessary listing fees have been paid upto date.

INVESTORS RELATIONS (IR)

Your Company continuously strives for excellence in its IR engagement with its investors at all level.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the committee has not received or disposed any complaint relating to sexual harassment at work place from any women employee. The policy on the same can be viewed in the website of the Company. The web link to access the aforesaid programme is https:// www.uniply.in/pdf-excel/UIL-POSH-Policy.pdf.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programmes that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

During the Year under review, Your Company enjoyed cordial relationship with workers and employees at all levels.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report.

MATERIAL CHANGE / OPEN OFFER

After the end of the financial year the following material events have occurred:

a. On 03.07.2019 M/s. Markab Capital WLL, Kuwait & M/s. Markab Capital India SPV Pvt Ltd jointly have signed a share purchase agreement with the Promoter group of the Company to acquire 3,42,23,835 existing equity shares of Rs.2/- each (20.71%) and 32,32,954 convertible share warrants of Rs.10/- each upon full conversion into 1,61,64,770 equity shares of Rs.2/- each (8.50%) along with complete control and management of the Company.

In view of the above the acquirers have given an public announcement to acquire 4,94,66,068 equity shares of Rs.2/- each representing 26% of emerging voting share capital of the Company and the open offer is under process.

The Board was updated on the status of the ongoing transaction between the promoters of M/s Uniply Industries Limited and M/s Markab Capital WLL, Kuwait as follows: Markab stands committed to the acquisition of majority stake in Uniply and is currently in the process of securing a line of Credit with a Scheduled Commercial Indian Bank for bank guarantee to the open offer, as against their original plan to establish a guarantee from an International Bank. The synergies from the ongoing Markab transaction are already visible with a large global order pipeline being developed by Markab for Uniply Industries Limited. This pipeline of orders, backed by working capital from a mezzanine fund of theirs, is expected to start post closure of the open offer and get executed over various timelines, extending up to 27 months from their start date.

b. The Board has approved the shifting of the Registered Office of the Company from Chennai, Tamil Nadu to New Delhi, subject to the approval of the Shareholders and other Regulatory Authority (ies) as per the applicable law.

c. Mr. Srinivasan Sethuraman has resigned from the position of Managing Director as well as from the Board of the Company on14th August, 2019 and Mr. BVM Sarma has also resigned from the position of Joint Managing Director as well as from the Board of the Company on14th August, 2019.

d. Mr. Nazeer Azam Sulthan (DIN: 08072833) appointed as an Additional Director (Non-Executive) on the Board of the Company w.e.f 14th August, 2019 and he will be designated as the Managing Director of the Company w.e.f. 16th September, 2019.

e. M/s. Lily & Geetha Associates, Chartered Accountants, Chennai resigned from the Office of the Statutory Auditors w.e.f. 14th August, 2019 and to fill such casual vacancy in the office of the statutory Auditor the Board has appointed M/s. N D Kapur & Co., Chartered Accountants, New Delhi as the Statutory Auditors of the Company, their appointment is subject to the approval of the Shareholders in their ensuing General Meeting and in compliance with the applicable laws.

Except this there were no other changes.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the invaluable contribution made by the Companys employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

For and on behalf of the Board of Directors
Place: Chennai Keshav Narayan Kantamneni
Date: August 14, 2019

Chairman

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part "A": Subsidiaries (Information in respect of each subsidiary to be presented with amounts in H)

PART-A: SUBSIDIARIES

Sl. No. Particulars As on March 31, 2019
1 No. of Subsidiaries 02
2 Name of the Subsidiary Vector Projects (I) Pvt Ltd Uniply Blaze Pvt Ltd (*)
3 Reporting period for the Subsidiary 31.03.2019 31.03.2019
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable Not Applicable
5 Share Capital (In Rs.) 50,00,000 Equity Shares of H10/- each aggregating to Rs.500,00,000 (Rupees Five Crore only) 10,000 Equity Shares of H10/- each aggregating to H1,00,000 (Rupees One Lakh only)
6 Reserves & Surplus (In Rs.) 97,39,24,280.00 -
7 Total Liabilities (In Rs.) (Excluding Equity) 310,23,11,082.00 -
8 Investments (In Rs.) (non-current) 26,60,919.00 -
9 Turnover (In Rs.) 3,58,39,78,510.00 -
10 Profit Before Taxation (In Rs.) 28,58,21,801.00 -
11 Provision for Taxation (In Rs.) 10,79,42,714.00 -
12 Profit after Taxation (In Rs.) 17,78,79,087.00 -
13 Proposed Dividend (In Rs.) 0 -
14 % of Shareholding 100 -

(*) Disinvested w.e.f. 09.10.2018

PART_B: ASSOCIATES

Sl. No. Name of Associate Uniply Decor Limited
1 Latest Audited Balance Sheet data 31.03.2019
2 Shares of Associate held and percentage 4,65,58,249 (38.06%)
Amount of Investment H1,15,54,22,555/-
3 Description of how significant influence Promoter
4 Reason why the Associates not consolidated Stake holding is <50%
5 Net worth attributable to shareholding H1,09,40,70,100/-
6 Profit and loss for the year
- Considered in Consolidation H3,40,02,312/-
- Not considered in Consolidation NA

Annexure - B

Form AOC-2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

1 Details of contracts or arrangements or transactions not at arms length basis: Nil

2 Details of material contracts or arrangement or transactions at arms length basis are given below:

Sl. No Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transaction Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board, if any Amount paid as advances, if any
1 Vector Projects (I) Pvt Ltd Sales and purchase of business, goods, services/Loan/Guarantee / Investment and other transactions in ordinary course of business 2018-19 255.00 Board approval on 14.08.2018 and Shareholders Approval on 26.09.2018 Nil
2 Uniply Blaze Pvt Ltd - - - - Disinvested w.e.f. 09.10.2018
3 Uniply Decor Ltd Sales and purchase of business, goods, services/Loan/Guarantee / Investment and other transactions in ordinary course of business 2018-19 250.00 Board approval on 14.08.2018 and Shareholders Approval on 26.09.2018 Nil
4 KKN Holdings (P) Ltd (Formerly Foundation Outsourcing (I) Pvt Ltd) Sales and purchase of business, goods, services/Loan/Guarantee/ Investment and other transactions in ordinary course of business 2018-19 200.00 Board approval on 11.08.2017 and Shareholders Approval on 12.09.2017 H 67.00 crs towards purchase of properties and H 12.00 crs towards investments.
5 Bayline Infocity Ltd (Formerly ETA Tehnopark Ltd) sale, purchase or supply of any goods or materials of any kind, or rendering of any services like Project management, project finance, Technical & Manpower related services and other transaction 2018-19 100.00 Board approval on 14.08.2018 -

Annexure - E

Nomination & Remuneration Policy

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) 2015, the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee. The Company already constituted Remuneration Committee comprising of three non-executive Independent Directors as required under SEBI (LODR) 2015.

This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (LODR) 2015.

II. OBJECTIVE

The Key Objectives of the Committee would be: a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation. c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

III. DEFINITIONS

"Board" means Board of Directors of the Company.

"Company" means "Uniply Industries Limited".

"Employees Stock Option" means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the Company at a future date at a pre-determined price.

"Independent Director" means a director referred to in Section 149 (6) of the Companies Act, 2013.

"Key Managerial Personnel" (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager, (ii) Company Secretary, (iii) Whole-time Director, (iv) Chief Financial Officer and (v) Such other officer as may be prescribed.

"Nomination and Remuneration Committee" shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (LODR) 2015.

"Policy or This Policy" means, "Nomination and Remuneration Policy."

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

"Senior Management" mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, and/or any other SEBI Regulation(s) as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

- Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Directors performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f ) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

VIII. CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

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

IX. FREQUENCY OF MEETINGS

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

X. COMMITTEE MEMBERS INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

XII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

- The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1 October, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

General:

1. The remuneration/compensation/commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation /commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

4. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive / Independent Director:

1. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

5. Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

XV. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

Annexure - F

Disclosure pursuant to section 197(12) of The Companies Act, 2013 read with rule 5 of companies (appointment and remuneration of managerial personnel) rules, 2014.

The Information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as below: I. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial Year 2018-2019, the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-2019 and Comparison of the remuneration of the Key Managerial Personnel against the Performance of the Company are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for FY 2018-2019 (Rs. in lakhs) % Increase in Remuneration of Director/ KMP in FY 2018-2019 Ratio of Remuneration of each Director to median of remuneration of employee Comparison of the remuneration of the KMP against the performance of the Company
1 Keshav Kantamneni, 120.00 71.00% 12.40 : 01 The Company has posted net revenue of Rs.504.80 crs on a consolidated basis which is 24.94% higher than the FY 2017-18. The PAT also increased from Rs.32.90 crs to Rs.39.50 crs an increase of 20.06%.
Chairman
2 Srinivasan Sethuraman, 67.50 Nil 6.97 : 01
Managing Director
3 B V M Sarma Joint 99.87 Not applicable since he is appointed during the year 15.49 : 01
Managing Director
4 Umesh P Rao, Joint 150.00 Nil 15.49 : 01 Keeping in mind the Companys performance, upcoming operation and industry standard, the remuneration of Directors & KMP is justifiable
Managing Director
5 Narendra Kumar Jain, 66.00 Nil 6.82 : 01
Chief Financial Officer
6 Raghuram Nath, 39.70 5.77% 4.10 : 01
Company Secretary

Mr. Muraarie Rajan, finance professional, was appointed as Director Strategy Non-Board, who draws a salary more than Rs.8.5 lakhs per month and his appointment was upto 31st December 2018.

#The Non-Executive & Independent Directors are paid by way of sitting fee as per the Nomination and Remuneration Policy. Therefore, the ratio of Remuneration and percentage of increase in remuneration is not considered for the above purpose.

II. The percentage increase in the median remuneration of employees for the financial year 2018-19 is not ascertainable since employees number has been reduced from 30 to 12 and there is various resignation/appointment/re-appointment were made during the year. The median of remuneration is Rs.80,655/-pm.

III. The number of permanent employees on the rolls of company as on 31.03.2019 is 12.

IV. The explanation on the relationship between average increase in remuneration and company performance: Not applicable

V. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars As at 31st Mar 19 As at 31st Mar 18* Variation %
Closing rate of share at BSE (In Rs.) 39.40 376.80 -47.72
EPS (In Rs.) 1.21 6.23 -2.89
Market Capitalization (Rs. in lakhs) 65,606.00 900,82.33 -27.17
Price Earnings Ratio 32.57 60.48 -46.07

*The figures are based on face value of shares of H10/- each

VI. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average increase in salaries of employees other than managerial personnel in 2018-19 is not ascertainable since employees number has been reduced from 30 to 12 and there is various resignation/appointment/re-appointment were made during the year.

VII. The key parameters for any variable component of remuneration availed by the directors: Not applicable.

VIII. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable IX. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that remuneration is as per the Nomination and Remuneration policy of the Company.

Annexure - H

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

Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

(i) The Company along with its subsidiary continuously improving its construction activities, manufacturing process and efficiency at its all project places, plant and offices and continues in its endeavor to improve energy conservation and utilization. Some of the measures taken are as follows:

a) Regulators were installed to reduce pressure of compressed air

b) Installation of Energy Efficient Drive

c) Human factor management

d) Fuel selection

e) Fuel handling and storage

f ) Fuel combustion

g) Time to time maintenance of machine

h) Renovation / replacement of existing plants and etc.

Your Company will continue to monitor and control overall energy expenses, in relation to the growth in the scale of operations.

(ii) Capital Investment on energy conservation equipment: NIL

(iii) Impact of energy conservation measures:

Energy conservation measures undertaken by the Company have resulted in savings in power cost which ultimately resulted into overall cost savings of the Company.

B. TECHNOLOGY ABSORPTION

(i) The efforts made by the Company towards technology absorption:

a) Company on continuous basis modifies and upgrades the construction/manufacturing / parameters which resulted into cost effectiveness, better productivity in terms of quantity without compromising quality of the products.

b) Development of new process, products, design, concept and processes at regular intervals.

c) Company has undertaken in house R&D activities to improve the quantity and quality of products.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The Company has derived various benefits from new and improved technology and R&D activities i.e. Product (quality) improvement, reduced cost of final products, Reduction in process time, Conservation of energy, Smooth processing, conservation of environment, Increase in customer base, Increase in the brand value of Company etc.

(iii) Imported Technology (imported during the last 3 years reckoned from the beginning of the financial year): The Company has not imported any technology during the last three years

(iv) Expenditure on R & D: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

Earning Nil and outflow is Rs.42,11,489/-.

For and on behalf of the Board of Directors
Place: Chennai Keshav Kantamneni
Date: August 14, 2019

Chairman